Does the choice of law in the 360 Painting Franchise Agreement waive any rights?
360_Painting Franchise · 2025 FDDAnswer from 2025 FDD Document
gnature Page to Amendment to 360 Painting, LLC Franchise Agreement for the State of Illinois]**
ADDENDUM TO 360 PAINTING, LLC FRANCHISE DISCLOSURE DOCUMENT FOR INDIANA FRANCHISEES
The Indiana Deceptive Franchise Practices Law (Indiana Code 23-2-2.7) contains certain laws governing the relationship between a Franchisor and Franchisee. Certain of these laws conflict with provisions contained in our customary Franchise Agreement and related documents. Set forth below is an overview of certain disclosures contained in the attached Franchise Disclosure Document which are amended by virtue of the Indiana law.
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- The Franchise Agreement and related documents by and between us and you, as an Indiana franchisee, will be governed by Indiana law and not the law of the Commonwealth of Virginia.
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- You, as an Indiana franchisee, have the right to litigate in Indiana and are not restricted to the requirements in the Franchise Agreement to sue only in Albemarle Virginia.
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- The covenants of non-competition with respect to you, as an Indiana franchisee, will be limited to an area equal to the protected area granted to you and other Franchisees.
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- Indiana law prohibits a prospective general release of claims subject to the Indiana Deceptive Franchise Practices Law.
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- The reservation of rights to any specified remedy or limitation of remedies available to you, as an Indiana franchise, contained in Sections 19.1 and 27.4 of the Franchise Agreement is subject to the provisions of the Indiana Deceptive Franchise Practices Law [IC 23-2-2.7-1(10)].
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- The Sections in the Franchise Agreement that relate to termination, non-renewal, governing law, venue for litigation, modification, covenants not to compete and any limitations period for bringing claims are only applicable to the extent they are not inconsistent with or prohibited by Indiana law. Indiana law will control to the extent of any inconsistency or prohibition.
AMENDMENT TO 360 PAINTING, LLC FRANCHISE AGREEMENT FOR THE STATE OF INDIANA
("Franchisee" or "you") and 360 Painting, LLC ("Franchisor"), dated (the the Franchise Agreement (the "Amendment"). "Franchise Agreement") shall be amended by the following, which should be considered an integral part of Indiana Law Modification through 23-2-2-2.5-51, the parties to the Franchise Agreement agree as follows: In recognition of the requirements of the Indiana Deceptive Franchise Practices Law, Indiana Code §§ 23- 2-2.7-1 through 23-2-2.7-10, and the Indiana Franchise Disclosure Law, Indiana Code §§ 23-2-2-2.5-1 1. inconsistent with the terms of the Franchise Agreement. If any of the provisions of the Franchise Agreement concerning termination and non-renewal, governing law, venue for litigation or arbitration, modification, covenants not to compete or any limitations period on the time in which claims may be brought are inconsistent with either the Indiana Deceptive Franchise Practices Law or the Indiana Franchise Disclosure Law, then such laws will apply to the extent 2. Sections 3.2(viii) and 17.4(iii) of the Franchise Agreement each contain a provision requiring a extent inconsistent with the Indiana Deceptive Franchise Practices Law, IC § 23-2-2.7-1(5). general release as a condition to renewal or transfer of the franchise. Each provision is inapplicable to the 3. No representation or acknowledgment by the Franchisee in the Franchise Agreement is intended to and protections provided in the Indiana Franchise or shall act as a release, assignment, novation, waiver or estoppel to deprive the Franchisee of the rights under the Indiana Deceptive Franchise Practices Law. Disclosure Law or to relieve any person of any liability 4. Each of the provisions of this Amendment will be effective only to the extent, with respect to such Deceptive Franchise Practices Act are met independently without reference to this Amendment. provision, that the jurisdictional requirements of the Indiana Franchise Disclosure Law and the Indiana 5. govern. Except as otherwise provided in this Amendment, all the other terms, covenants and agreements in the Franchise Agreement shall remain the same, and the Franchise Agreement, as amended, shall continue in full force and effect.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 42–46)
What This Means (2025 FDD)
According to the 2025 FDD, the 360 Painting franchise agreement contains stipulations regarding choice of law that may affect a franchisee's rights, particularly concerning specific state laws. For instance, the addendum for Indiana franchisees states that the franchise agreement will be governed by Indiana law, not the law of the Commonwealth of Virginia, and that Indiana franchisees have the right to litigate in Indiana, regardless of what the standard franchise agreement says.
Similarly, for Maryland franchisees, the FDD states that no statement signed by a franchisee can waive claims under Maryland franchise law, including fraud, or disclaim reliance on statements by 360 Painting. This provision overrides any conflicting terms in the franchise documents. For New York franchisees, any release required for renewal or transfer of the franchise will exclude claims arising under New York's General Business Law.
For franchisees in Illinois, the Illinois Franchise Disclosure Act takes precedence over conflicting provisions in the franchise agreement. Specifically, any condition that waives compliance with Illinois law is void. These stipulations ensure that franchisees' rights under state laws are protected, regardless of the standard terms in the 360 Painting franchise agreement. Prospective franchisees should carefully review the addenda specific to their state to understand how these modifications affect their rights and obligations.