Does the Rhode Island addendum for Aerus supersede any other term of any document executed in connection with the franchise?
Aerus Franchise · 2025 FDDAnswer from 2025 FDD Document
The undersigned does hereby acknowledge receipt of this addendum.
RHODE ISLAND ADDENDUM TO DISCLOSURE DOCUMENT
The Rhode Island Securities Division requires the following specific disclosures to be made to prospective Rhode Island franchisees:
§ 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under the Act."
No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 23 — Receipts (FDD pages 74–305)
What This Means (2025 FDD)
According to Aerus's 2025 Franchise Disclosure Document, the Rhode Island addendum includes a provision that addresses the enforceability of certain agreements and statements. Specifically, it states that no statement, questionnaire, or acknowledgment signed by a franchisee in connection with starting the franchise can waive claims under Rhode Island franchise law, including claims related to fraud. Furthermore, franchisees cannot disclaim reliance on statements made by Aerus or its representatives. This specific provision in the Rhode Island addendum supersedes any conflicting terms in any document related to the franchise. This means that Aerus franchisees in Rhode Island retain their rights under state franchise law, regardless of any agreements they may have signed.
This protection is significant for prospective Aerus franchisees in Rhode Island. It ensures that they cannot inadvertently waive their legal rights through standard paperwork or acknowledgments during the franchise commencement. The addendum reinforces the franchisee's ability to pursue claims of fraud or misrepresentation against Aerus, even if other documents suggest otherwise. This safeguard is particularly important in the context of franchise agreements, which can be complex and may contain clauses that could potentially limit a franchisee's legal recourse.
It is important to note that the Rhode Island Franchise Investment Act states that any provision in a franchise agreement restricting jurisdiction or venue to a forum outside of Rhode Island, or requiring the application of laws from another state, is void with respect to a claim enforceable under the Act. This ensures that Rhode Island franchisees can pursue legal claims within their own state, under the protection of Rhode Island law.
In summary, the Rhode Island addendum provides specific protections to Aerus franchisees by ensuring that their rights under Rhode Island franchise law are not compromised by other agreements or statements made during the franchise process. This addendum aims to create a fairer balance of power between the franchisor and franchisee within the state.