What sections of the governing documents is a Beyond Juicery Eatery Developer prohibited from amending?
Beyond_Juicery_Eatery Franchise · 2025 FDDAnswer from 2025 FDD Document
| LLC | Area | Development | Agreement | between | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ("Developer" or "You") and Beyond Juicery + Eatery Franchising, | ||||||||||
| LLC, a Michigan | limited liability company ("Franchisor," "we" or "us") dated, 20 | |||||||||
| (the "Agreement") shall be amended by the addition of the following language, which shall be | ||||||||||
| considered an integral part of the Agreement (the "Amendment"): |
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- In recognition of the requirements of the Washington Franchise Investment Protection Act, Washington Rev Code §§19.100.010 – 19.100.940, the Area Development Agreement for Beyond Juicery + Eatery Franchising, LLC is amended as follows:
- The Washington Franchise Investment Protection Act provides you rights concerning non-renewal and termination of the Area Development Agreement. If the Agreement contains a provision that is inconsistent with the Act, the Act shall control.
- Section 8 requires you to sign a general release as a condition of renewal or transfer. Such release shall exclude claims arising under the Washington Franchise Investment Protection Act.
- Section 19 requires litigation or arbitration to be conducted in the State of Washington; the requirement shall not limit any rights you may have under the Washington Franchise Investment Protection Act to bring suit in the State of Washington.
- Provisions such as those that unreasonably restrict or limit the statute of limitations period for claims under the Act, or restrict or limit rights or remedies available to you under the Act, such as a waiver of the right to a jury trial, may not be enforceable.
- Transfer fees are collectable to the extent that they reflect Franchisor's reasonable estimated or actual costs in effecting a transfer.
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- Each provision of this Addendum shall be effective only to the extent that the jurisdictional requirements of the Washington Law applicable to the provisions are met independently of this Addendum. To the extent this Addendum shall be deemed to be inconsistent with any Terms or conditions of said Area Development Agreement or exhibits or attachments thereto, the Terms of this Addendum shall govern.
IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Addendum and understands and consents to be bound by all of its terms.
BEYOND JUICERY + EATERY FRANCHISING, LLC YOU
ADDENDUM TO AREA DEVELOPMENT AGREEMENT FOR BEYOND JUICERY + EATERY FRANCHISING, LLC FOR THE STATE OF WISCONSIN
| The | Beyond | Juicery | + | Eatery | Franchising, | LLC | Area | Development | Agreement | between |
|---|---|---|---|---|---|---|---|---|---|---|
| ("Developer" or "You") and Beyond Juicery + Eatery Franchising, LLC, a | ||||||||||
| Michigan | limited liability company ("Franchisor," "we" or "us") dated, 20 (the "Agreement") shall be amended by the addition of the following language, which shall be considered an integral part of the Agreement (the "Amendment"): |
WISCONSIN MODIFICATIONS
The Securities commissioner of the State of Wisconsin requires that certain provisions contained in franchise documents be amended to be consistent with Wisconsin Fair Dealership Law, Wisconsin Statutes, Chapter 135 ("Fair Dealership Law"). To the extent that the Agreement contains provisions that are inconsistent with the following, such provisions are hereby amended:
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- The Wisconsin Fair Dealership Law, among other things, grants You the right, in most circumstances, to ninety (90) days' prior written notice of non-renewal and sixty (60) days within which to remedy any claimed deficiencies. If the Agreement contains a provision that is inconsistent with the Wisconsin Fair Dealership Law, the provisions of the Agreement shall be superseded by the Law's requirements and shall have no force or effect.
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Source: Item 23 — RECEIPTS (FDD pages 60–337)
What This Means (2025 FDD)
Based on the 2025 Franchise Disclosure Document, the Area Development Agreement between the Beyond Juicery Eatery Franchising, LLC and the Developer is subject to certain amendments and legal considerations, particularly concerning specific state laws. For instance, the addendum for Washington states that provisions unreasonably restricting the statute of limitations or limiting rights and remedies available to the developer under the Washington Franchise Investment Protection Act, such as waiving the right to a jury trial, may not be enforceable. Similarly, the addendum for California notes that certain liquidated damages clauses in Section 11.E of the Area Development Agreement may be unenforceable under California Civil Code Section 1671.
The FDD also indicates that Section 10, which allows for the termination of the Area Development Agreement upon the developer's bankruptcy, might not be enforceable under federal bankruptcy law (11 USC Section 101, et seq.). This is highlighted in the addenda for Hawaii and California. Furthermore, the California addendum specifies that the requirement for litigation to occur outside of California and the application of non-California laws may not be enforceable under California law.
These stipulations suggest that while the Area Development Agreement is a legally binding document, certain sections are subject to state and federal laws that may override or render them unenforceable. Prospective Beyond Juicery Eatery developers should be aware of these potential conflicts and consult with legal counsel to understand their rights and obligations fully, especially concerning franchise investment laws, termination clauses, and dispute resolution processes within their specific state.