Under what condition is a waiver by Bang Cookies of any term in the franchise agreement considered valid?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
In recognition of the requirements of the Minnesota Statutes, Chapter 80C. and Minnesota Franchise Rules, Chapter 2860, the parties to the attached Bang Cookies Franchise LLC Franchise Agreement (the "Franchise Agreement") and, if Franchisor and Franchisee both sign the Bang Cookies Franchise LLC Multi-Unit Development Agreement (the "Development Agreement"), as follows:
1.Article 14.C of the Franchise Agreement, under the heading "Conditions for Approval of Transfer," subarticle 14.C(6) is supplemented with the addition of the following language:
; provided, however, that all rights enjoyed by Franchisee and any causes of action arising in Franchisee's favor from the provisions of the Minnesota Franchise Act, Minn. Stat. Section 80C.14 et seq. and Minnesota Rules 2860.4400(D), shall remain in force; it being the intent of this provision that the non-waiver provisions of the Minnesota Rules 2860.4400(D) be satisfied; and
Source: Item 23 — RECEIPTS (FDD pages 56–245)
What This Means (2024 FDD)
According to Bang Cookies's 2024 Franchise Disclosure Document, the validity of a waiver of any term in the franchise agreement depends on the specific jurisdiction and the rights conferred by local laws. For instance, in Minnesota and Maryland, the franchise agreement amendments explicitly state that no provision should be considered a waiver of any right conferred upon the franchisee by their respective state franchise laws (Minnesota Franchise Act and Maryland Franchise Registration and Disclosure Law). These amendments ensure that franchisees retain all rights and causes of action arising from these laws, and that any representations requiring a release, estoppel, or waiver of liability do not apply to liabilities incurred under these state laws.
In Michigan, certain provisions that might appear in franchise documents are explicitly void and unenforceable if they conflict with the Michigan Franchise Investment Law. These include prohibitions on joining franchisee associations, requirements to assent to waivers that deprive franchisees of rights and protections under the act, provisions allowing termination without good cause and a fair opportunity to cure, and refusals to renew a franchise without fair compensation for inventory and equipment.
Therefore, a Bang Cookies franchisee should be aware that the enforceability of any waiver or release depends heavily on the laws of their specific state. They should consult with a legal professional to understand their rights and protections under local franchise laws, especially in states like Minnesota, Maryland, and Michigan, which have specific provisions safeguarding franchisee rights against waivers.