For Bens Soft Pretzels, what is the effect of the added language regarding waivers on other terms of documents?
Bens_Soft_Pretzels Franchise · 2025 FDDAnswer from 2025 FDD Document
| This Rider to State Addendum to BEN'S SOFT PRETZELS ® Franchise Disclosure Document and Franchise Agreement is entered into by and between Ben's Soft Pretzels Franchising Corporation, 1119 S. Indiana Avenue, Goshen, Indiana 46526 ("we" or "us") and ("you"). |
|---|
| A. |
| This Rider is being signed because you are a resident of one of the states listed in |
| the heading of this Rider (the "Applicable Franchise Registration State") or a non-resident who is |
| acquiring franchise rights permitting the location of one or more BEN'S SOFT PRETZELS ® |
| businesses in the Applicable Franchise Registration State. |
| B. |
| We and you have contemporaneously herewith entered into a Franchise |
| Agreement (the "Agreement") and wish to amend the Agreement as provided herein. |
| NOW, THEREFORE, for and in consideration of good and valuable consideration, the |
| receipt and sufficiency of which are hereby acknowledged, the Agreement is hereby amended as |
| follows: |
| 1. |
| The following language is hereby added to the end of the Agreement: "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 Bens Soft Pretzels Franchise Disclosure Document, a rider is added to the state addendum to the Franchise Disclosure Document and Franchise Agreement. This rider includes a statement clarifying that no document signed by a franchisee can waive claims under applicable state franchise law, including claims of fraud in the inducement. It also specifies that franchisees cannot disclaim reliance on statements made by Bens Soft Pretzels, its franchise sellers, or anyone acting on its behalf. This provision takes precedence over any conflicting terms in other documents related to the franchise agreement.
This addition is significant for prospective Bens Soft Pretzels franchisees as it protects their rights under state franchise laws. It ensures that franchisees cannot inadvertently waive their legal rights through acknowledgments, questionnaires, or other documents signed during the franchise commencement. This protection extends to claims of fraud, meaning franchisees can still pursue legal action if they believe they were misled during the franchise sales process, regardless of any disclaimers they may have signed.
The rider explicitly states that it supersedes any other term of any document executed in connection with the franchise. This means that if any other part of the Franchise Agreement or related documents contains language that contradicts this provision, the rider's language will prevail. This offers a clear assurance to franchisees that their rights under state franchise law are protected, and they cannot be forced to waive those rights through contractual terms.
This type of provision is not uncommon in franchise agreements, particularly in states with strong franchise protection laws. It aims to balance the franchisor's need for standardized agreements with the franchisee's right to legal recourse in cases of misrepresentation or other violations of state law. Prospective franchisees should carefully review this rider and understand its implications, as it provides an additional layer of protection for their investment and legal rights.