What is the effective scope of each provision within the Maryland Amendment to the Aplus Development Agreement?
Aplus Franchise · 2024 FDDAnswer from 2024 FDD Document
to sign a general release as a condition of | | | | renewal or transfer of the Franchise, such release shall | | exclude claims arising under the Maryland | | Franchise Registration and Disclosure Law. |
- Section 14.1 requires that the Franchise be governed by the laws of the State of Texas however, in the event of a conflict of laws to the extent required by the Maryland Franchise Registration and Disclosure Law, the laws of the State of Maryland shall prevail.
- Section 14.2 requires litigation to be conducted in the State of Texas; the requirement shall not limit any rights Franchisee may have under the Maryland Franchise Registration and Disclosure Law to bring suit in the State of Maryland.
- Any Section of the Development Agreement requiring Franchisee to assent to any release, estoppel or waiver of liability as a condition of purchasing the Franchise are not intended to, nor shall they act as a, release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.
- Section 14.6 is amended to the extent that any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three years after the grant of the Franchise.
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- Any portion of the Development Agreement which requires prospective franchisees to disclaim the occurrence and/or acknowledge the non-occurrence of acts would constitute a violation of the Maryland Franchise Registration and Disclosure Law. Any such representations are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.
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- Each provision of this Amendment shall be effective only to the extent that the jurisdictional requirements of the Maryland Franchise Registration and Disclosure Law applicable to the provisions are met independently of this Amendment. To the extent this Amendment shall be deemed to be inconsistent with any terms or conditions of said Development Agreement or exhibits or attachments thereto, the terms of this Amendment shall govern.
IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Amendment, and understands and consents to be bound by all of its terms.
| FRANCHISOR: | DEVELOPER: | |
|---|---|---|
| SUNOCO RETAIL LLC | ||
| By: | By: | |
| [insert Name/Title] | [insert Name/Title] |
ATTACHMENT E TO THE DEVELOPMENT AGREEMENT
RHODE ISLAND AMENDMENT TO THE DEVELOPMENT AGREEMENT
| THIS AMENDMENT TO DEVELOPMENT AGREEMENT effective , ("Amendment") is intended to be a part of, and by this reference is incorporated into that certain Development Agreement ("Development Agreement") between Sunoco Retail LLC ("Franchisor", "Sunoco" or "we") and ("Developer" or "you").
Source: Item 22 — CONTRACTS (FDD page 68)
What This Means (2024 FDD)
According to Aplus's 2024 Franchise Disclosure Document, the Maryland Amendment to the Development Agreement addresses several key legal considerations for franchisees in Maryland. It clarifies that while the agreement is generally governed by Texas law, Maryland law will take precedence to the extent required by the Maryland Franchise Registration and Disclosure Law. This ensures that Aplus franchisees in Maryland receive the protections afforded to them under state law.
Specifically, the amendment ensures that Aplus franchisees can bring lawsuits in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law, despite any clauses requiring litigation in Texas. It also restricts the enforcement of general releases, waivers, or estoppels that would waive liability under Maryland franchise law. This means that franchisees cannot be forced to forfeit their rights under Maryland law as a condition of purchasing, renewing, transferring, or amending the franchise agreement.
Additionally, the amendment addresses the statute of limitations for claims under Maryland franchise law, setting a three-year limit from the grant of the franchise. The amendment also clarifies that any provisions requiring franchisees to disclaim or acknowledge certain acts in a way that violates Maryland law will not be enforced. Each provision of the amendment is effective only if the jurisdictional requirements of the Maryland Franchise Registration and Disclosure Law are independently met. This ensures that the amendment's terms will govern in case of inconsistencies with the Development Agreement.