To what extent is each provision of the Bee Organized amendment effective?
Bee_Organized Franchise · 2025 FDDAnswer from 2025 FDD Document
greement 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 Bee Organized Enterprises, LLC 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. Bee Organized Enterprises, LLC 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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- Each provision of this amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the New York General Business Law, are met independently without reference to this amendment.
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Source: Item 23 — RECEIPTS (FDD pages 54–218)
What This Means (2025 FDD)
According to the 2025 FDD, the effectiveness of each provision within the Bee Organized franchise agreement amendment is contingent upon meeting the jurisdictional requirements of the relevant state franchise law, independently of the amendment itself. This means that for any specific clause in the amendment to be valid and enforceable, it must comply with the franchise laws of the state where the franchisee is located or where the franchise will operate. This requirement applies to amendments made for Hawaii, Minnesota, and New York.
For instance, the New York amendment states that its provisions are effective only if the jurisdictional requirements of the New York General Business Law are met without relying on the amendment. Similarly, the Minnesota amendment specifies that its provisions are effective only to the extent that they independently meet the jurisdictional requirements of the Minnesota Franchise Act. The Hawaii amendment echoes this, linking effectiveness to the jurisdictional requirements of the Hawaii Franchise Investment Law.
This conditionality ensures that Bee Organized franchisees are protected by state laws and that the franchisor cannot use the amendment to circumvent those protections. It also means that franchisees need to be aware of the specific franchise laws in their state and how those laws interact with the franchise agreement and its amendments. The FDD also clarifies that no statement or acknowledgement signed by the franchisee can waive claims under applicable state franchise law, including claims of fraud, or disclaim reliance on statements made by the franchisor.