Can a disclaimer signed by a Bens Soft Pretzels franchisee waive a claim of fraud in the inducement?
Bens_Soft_Pretzels Franchise · 2025 FDDAnswer from 2025 FDD Document
ta franchisees and, instead, the statute of limitations under North Dakota law will apply.
- 11. The Franchise Agreement stipulates that the franchisee shall pay all costs and expenses incurred by Ben's Soft Pretzels Franchising Corporation in enforcing the agreement. For North Dakota franchisees, the prevailing party is entitled to recover all costs and expenses, including attorneys' fees.
Franchisor: Ben's Soft Pretzels Franchising Corporation
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VIRGINIA ADDENDUM TO FRANCHISE DISCLOSURE DOCUMENT
Item 17, Additional Disclosure. In recognition of the restrictions contained in Section 13.1- 564 of the Virginia Retail Franchising Act, the Franchise Disclosure Document for Franchisor for use in the Commonwealth of Virginia shall be amended as follows:
"Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to cancel a franchise without reasonable cause. If any ground for default or termination stated in the franchise agreement does not constitute "reasonable cause," as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable."
No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on
Source: Item 22 — CONTRACTS (FDD pages 46–47)
What This Means (2025 FDD)
According to the 2025 Bens Soft Pretzels Franchise Disclosure Document, the Virginia Addendum explicitly addresses the issue of waiving claims, including fraud in the inducement. For franchisees operating in Virginia, any statement, questionnaire, or acknowledgment signed in connection with starting the franchise cannot waive claims under state franchise law, including claims of fraud in the inducement. This also means a franchisee cannot disclaim reliance on statements made by Bens Soft Pretzels or anyone acting on their behalf.
This provision in the Virginia Addendum supersedes any other conflicting terms in any document related to the franchise agreement. This ensures that franchisees in Virginia retain their rights to pursue legal claims, such as fraud, regardless of any waivers they may have signed.
The FDD includes a similar rider to state addendum that states, "No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i)". This clause reinforces the protection against inadvertently waiving rights at the beginning of the franchise relationship for franchisees in applicable franchise registration states.