To what extent is each provision of the amendment effective regarding Beard Papas, concerning the jurisdictional requirements of the New York General Business Law?
Beard_Papas Franchise · 2025 FDDAnswer from 2025 FDD Document
e franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Minnesota State amendment to the Muginoho International, Inc. Franchise Agreement and, if applicable, the Development Agreement on the same date as the Franchise Agreement and Development Agreement were, respectively, executed.
| Franchisor: Muginoho International, Inc. | Franchisee: | |
|---|---|---|
| Signature | Signature | |
| Name and Title (please print) | Name (please print) | |
| Dated | Dated |
NEW YORK FRANCHISE AND DEVELOPMENT AGREEMENT AMENDMENT
Amendments to the Beard Papa's Franchise Agreement
In recognition of the requirements of the New York General Business Law, Article 33, Sections 680 through 695, and of the regulations promulgated thereunder (N.Y. Comp. Code R. & Regs., tit. 13, §§ 200.1 through 201.16), the parties to the attached Muginoho International, Inc. Franchise Agreement (the "Franchise Agreement") and, if Franchisor and Franchisee both sign the Muginoho International, Inc. Multi-Unit Development Agreement (the "Development Agreement"), as follows:
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- Under Article 14.C. of the Franchise Agreement, under the heading "Conditions for Approval of Transfer," the subarticle 14.C(6) is supplemented with the addition of the following language:
- ; provided, however, that all rights and causes of action arising in favor of Franchisee from the provisions of New York General Business Law Sections 680-695 and the regulations issued thereunder, shall remain in force; it being the intent of this provision that the non-waiver provisions of N.Y. Gen. Bus. Law Sections 687.4 and 687.5 be satisfied.
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- Under Article 15.B. of the Franchise Agreement, under the heading "Conditions for Renewal," the subarticle 15.B(8) is supplemented with the addition of the following language:
- ; provided, however, that all rights and causes of action arising in favor of Franchisee from the provisions of New York General Business Law Sections 680-695 and the regulations issued thereunder, shall remain in force; it being the intent of this provision that the non-waiver provisions of N.Y. Gen. Bus. Law Sections 687.4 and 687.5 be satisfied.
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- Article 18 of the Franchise Agreement and, if Franchisee executes a Development Agreement, Section 7 of the Development Agreement, under the heading "Enforcement and Construction," shall be supplemented by the addition of the following new subarticle 18.Z. to the Franchise Agreement and Section 7.24 of the Development Agreement:
Nothing in this Agreement should be considered a waiver of any right conferred upon franchisee by New York General Business Law, Sections 680-695.
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- There are circumstances in which an offering made by Muginoho International, Inc. would not fall within the scope of the New York General Business Law, Article 33, such as when the offer and acceptance occurred outside the State of New York. However, an offer or sale is deemed made in New York if you are domiciled in New York or the Outlet will be opening in New York. Muginoho International, Inc. is required to furnish a New York prospectus to every prospective franchisee who is protected under the New York General Business Law, Article 33.
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Source: Item 23 — RECEIPTS (FDD pages 58–275)
What This Means (2025 FDD)
According to the 2025 FDD, Beard Papas includes amendments to its franchise agreement and Franchise Disclosure Document to comply with the New York General Business Law. These amendments ensure that franchisees do not waive their rights under New York law.
Specifically, the amendment to Article 14.C(6) of the Franchise Agreement, concerning transfer conditions, ensures that franchisees retain all rights and causes of action arising from New York General Business Law Sections 680-695. A similar amendment is made to Article 15.B(8) regarding renewal conditions, reinforcing the non-waiver provisions of N.Y. Gen. Bus. Law Sections 687.4 and 687.5. Additionally, Article 18 of the Franchise Agreement and Section 7 of the Development Agreement are supplemented to explicitly state that nothing in the agreement should be considered a waiver of any right conferred upon the franchisee by New York General Business Law, Sections 680-695.
Furthermore, the New York FDD amendment adds a statement to the cover page emphasizing that registration of the franchise by New York State does not mean the state recommends it or has verified the information in the FDD. It also informs prospective franchisees of their right to contact the Federal Trade Commission and appropriate state authorities if they find any untrue information in the document. The amendment clarifies that while negotiation is possible, Beard Papas cannot use the negotiating process to impose terms less favorable than those in the FDD. Finally, any sale made must comply with § 683(8) of the Franchise Sale Act (N.Y. Gen. Bus. L. § 680 et seq.), ensuring the Franchise Disclosure Document is provided within the legally required timeframe before a sale.