What is the effect of the All County Franchise Agreement addendum for Maryland on representations requiring prospective franchisees to assent to an estoppel?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
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- All representations requiring prospective franchisees to assent to a release, estoppel or waiver of liability are not intended to nor shall they act as a release, estoppel or waiver of liability incurred under the Maryland Franchise Registration and Disclosure Law.
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- Any general release required in the Franchise Agreement as a condition of renewal, sale, and/or assignment or transfer shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
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- No statement, questionnaire, or acknowledgement signed or agreed to by you 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 us, any franchise seller, or any other person acting on our behalf. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 22 — Contracts (FDD page 43)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, the addendum to the franchise agreement for the state of Maryland addresses representations and acknowledgments from prospective franchisees. Specifically, it clarifies the effect of representations requiring franchisees to assent to a release, estoppel, or waiver of liability.
The addendum states that any representations requiring prospective All County franchisees to agree to a release, estoppel, or waiver of liability will not act as a release, estoppel, or waiver of liability if the liability was incurred under the Maryland Franchise Registration and Disclosure Law. This means that while the standard franchise agreement might contain clauses that could be interpreted as limiting All County's liability, these clauses will not be enforced in Maryland to the extent that they conflict with the franchisee's rights under Maryland franchise law.
Furthermore, the addendum ensures that no statement, questionnaire, or acknowledgment signed by the franchisee at the start of the franchise relationship will waive claims under Maryland franchise law, including claims of fraud in the inducement, or disclaim reliance on statements made by All County or its representatives. This provision overrides any conflicting terms in other documents related to the franchise agreement. This protection is specific to Maryland franchisees and aims to safeguard their rights under Maryland's franchise regulations.