Under the Rhode Island Amendment to the Development Agreement, can Aplus prospectively require a franchisee to waive liability imposed by the Rhode Island Franchise Investment Act?
Aplus Franchise · 2024 FDDAnswer from 2024 FDD Document
THIS AMENDMENT TO FRANCHISE ("Amendment") is intended to be a part of, and by this reference is incorporated into that certain Franchise Agreement ("Franchise Agreement") between Sunoco Retail LLC ("Franchisor", "Sunoco" or "we") and AGREEMENT effective , ("Franchisee" or "you"). In recognition of the requirements of the Rhode Island Franchise Investment Act, the Franchise Agreement is amended as follows: 1. Franchisor will not require that Franchisee prospectively assent to a waiver, condition, stipulation, or provision that purports to relieve any person from liability imposed by the Rhode Island Franchise Investment Act. This provision does not apply to the settlement of disputes, claims, or civil lawsuits brought under the Rhode Island Franchise Investment Act. 2. If a claim is enforceable under the Rhode Island Franchise Investment Act, Franchisor will not restrict jurisdiction or venue to a forum outside the State of Rhode Island or require the application of the laws of another state. 3. Franchisor will not prohibit Franchisee from joining a trade association or association of franchisees. Franchisor will not retaliate against Franchisee for engaging in these activities. 4. Any provision in the Franchise Agreement that limits the time period in which Franchisee may assert a legal claim against Franchisor under the Rhode Island Franchise Investment Act is amended to provide for a four (4) year statute of limitations for purposes of bringing a claim arising under the Rhode Island Franchise Investment Act. Notwithstanding the foregoing, if a rescission offer has been approved by the Rhode Island director of business registration, then the statute of limitations is ninety (90) days after Franchisee's receipt of the rescission offer. Each provision of this Amendment shall be effective only to the extent that the jurisdictional requirements of the Rhode Island Franchise Investment Act 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 Franchise 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. SUNOCO RETAIL LLC
Source: Item 22 — CONTRACTS (FDD page 68)
What This Means (2024 FDD)
According to Aplus's 2024 Franchise Disclosure Document, the Rhode Island Amendment to the Franchise Agreement explicitly states that Aplus will not require franchisees to prospectively waive liability under the Rhode Island Franchise Investment Act (RIFIA). This means that Aplus cannot include any clause in the franchise agreement that forces a franchisee to give up their rights or protections under RIFIA in advance.
However, the amendment clarifies that this restriction does not apply to the settlement of disputes, claims, or civil lawsuits brought under RIFIA. In other words, while Aplus cannot demand a prospective waiver, franchisees can voluntarily settle claims or lawsuits and agree to a release of liability as part of that settlement.
Furthermore, if a claim is enforceable under RIFIA, Aplus will not restrict jurisdiction or venue to a forum outside of Rhode Island or require the application of the laws of another state. Aplus also will not prohibit a franchisee from joining a trade association or association of franchisees, nor retaliate against the franchisee for engaging in these activities. Any provision in the Franchise Agreement that limits the time period in which a franchisee may assert a legal claim against Aplus under RIFIA is amended to provide for a four-year statute of limitations for bringing a claim arising under RIFIA. However, if a rescission offer has been approved by the Rhode Island director of business registration, then the statute of limitations is 90 days after the franchisee's receipt of the rescission offer.