For Bens Soft Pretzels, what is the effect of the added language regarding claims on other terms of documents?
Bens_Soft_Pretzels Franchise · 2025 FDDAnswer from 2025 FDD Document
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 behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 22 — CONTRACTS (FDD pages 46–47)
What This Means (2025 FDD)
According to the 2025 FDD, the Virginia Addendum to the Franchise Disclosure Document includes language that addresses the enforceability of certain provisions within the franchise agreement, particularly concerning the franchisee's rights under the Virginia Retail Franchising Act. Specifically, it states that if any clause in the franchise agreement regarding default or termination does not align with the "reasonable cause" definition as outlined in the Virginia Retail Franchising Act, that clause may not be enforceable. This protects franchisees from potentially unreasonable termination clauses.
Furthermore, the addendum clarifies that no statement, questionnaire, or acknowledgment signed by a Bens Soft Pretzels franchisee can waive claims under state franchise law, including claims of fraud in the inducement. It also prevents franchisees from disclaiming reliance on statements made by the franchisor or its representatives. This provision is designed to supersede any conflicting terms in other documents related to the franchise agreement, ensuring that franchisees retain their rights and protections under Virginia law.
In practical terms, this means that a Bens Soft Pretzels franchisee in Virginia has additional safeguards against unfair or deceptive practices by the franchisor. The franchisee cannot be forced to waive their legal rights or disclaim reliance on the franchisor's representations, and termination clauses must adhere to the "reasonable cause" standard as defined by Virginia law. This addendum strengthens the franchisee's position by ensuring that the terms of the franchise agreement are interpreted and enforced in accordance with Virginia's franchise-specific regulations, providing a layer of protection beyond the standard franchise agreement.