What is the effect of the All County Franchise Agreement addendum for Maryland on representations requiring prospective franchisees to assent to a release, estoppel or waiver of liability incurred under the Maryland Franchise Registration and Disclosure Law?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
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 related to liability. Specifically, any representations that require prospective 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 provision ensures that franchisees in Maryland retain their rights and protections under Maryland franchise law, regardless of any general waivers or releases they may have signed in the Franchise Agreement.
This protection extends to general releases required for renewal, sale, assignment, or transfer of the franchise, which will not apply to liabilities arising under the Maryland Franchise Registration and Disclosure Law. Furthermore, any statement, questionnaire, or acknowledgment signed by the franchisee at the start of the franchise relationship cannot waive claims under applicable state franchise law, including claims of fraud in the inducement, or disclaim reliance on statements made by All County or its representatives. This particular provision takes precedence over any conflicting terms in any document related to the franchise agreement.
In practical terms, this means that an All County franchisee in Maryland cannot be forced to give up their rights under Maryland franchise law through standard contract clauses. They retain the ability to pursue claims related to violations of the Maryland Franchise Registration and Disclosure Law, even if they have signed documents containing general releases or waivers. This addendum aims to protect franchisees from unknowingly or unintentionally relinquishing their legal rights under Maryland law.
Prospective All County franchisees in Maryland should carefully review the addendum and understand their rights under the Maryland Franchise Registration and Disclosure Law. It is advisable to consult with an attorney to fully understand the implications of these provisions and how they affect the franchise relationship. This ensures that franchisees are aware of their legal protections and can make informed decisions regarding their investment.