For Bens Soft Pretzels, what is the effect of the added language regarding disclaimers on other terms of documents?
Bens_Soft_Pretzels Franchise · 2025 FDDAnswer from 2025 FDD Document
Item 17, General Release: The following statement is added to Item 17:
Minnesota Rule 2860.4400D prohibits us from requiring you to assent to a release, assignment, novation, or waiver that would relieve any person from liability imposed by Minnesota Statute §§80C.01 – 80C.22.
ADDENDUM TO THE FRANCHISE AGREEMENT REQUIRED FOR MINNESOTA FRANCHISEES
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.
- 10. The Franchise Agreement requires the franchisee to consent to a limitation of claims within one year. That requirement will not apply to North Dakota franchisees and, instead, the statute of limitations under North Dakota law will apply.
Source: Item 22 — CONTRACTS (FDD pages 46–47)
What This Means (2025 FDD)
According to the 2025 FDD, the addenda to the Franchise Agreement for Bens Soft Pretzels in certain states (Minnesota, Virginia, and Washington) include language that affects the enforceability of certain terms within the standard agreement. These additions primarily address waivers, releases, and governing law, ensuring that franchisees retain specific rights and protections under state laws, regardless of what the standard Franchise Agreement might state.
In Minnesota, the addendum ensures that nothing in the Franchise Disclosure Document or agreements reduces a franchisee's rights under Minnesota Statutes, Chapter 80C, or their rights to any procedure, forum, or remedies provided by the laws of the jurisdiction. It also prevents Bens Soft Pretzels from requiring a franchisee to agree to a release, assignment, novation, or waiver that would relieve any person from liability imposed by Minnesota Statute §§80C.01 – 80C.22.
For Virginia, the addendum clarifies that no statement, questionnaire, or acknowledgment signed by a franchisee can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Bens Soft Pretzels or its representatives. This provision explicitly supersedes any conflicting terms in other documents related to the franchise agreement. Similarly, in North Dakota, the standard one-year limitation on claims in the Franchise Agreement does not apply to North Dakota franchisees; instead, the statute of limitations under North Dakota law will govern.
These addenda modify the standard terms of the Bens Soft Pretzels Franchise Agreement to comply with specific state laws, providing additional protection to franchisees in those states. Prospective franchisees should carefully review the addenda applicable to their state to understand how these modifications affect their rights and obligations under the Franchise Agreement.