What agreement does the Bft Rider annex to and form a part of?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
IN WITNESS WHEREOF, the parties have executed and delivered this Rider to be effective as of the effective date of the Multi-Unit Agreement.
BFT FRANCHISE SPV, LLC, a Delaware limited liability company [NAME OF DEVELOPER] Capacity:
RIDER TO THE BFT FRANCHISE SPV, LLC MULTI-UNIT AGREEMENT FOR USE IN MARYLAND
| THIS RIDER (this "Rider") is made and entered into by and between BFT FRANCHISE SPV, |
|---|
| LLC, a Delaware limited liability company with its principal business address at 17877 Von Karman Ave., |
| Suite 100 Irvine, CA 92614 ("Franchisor"), and, |
| whose principal business address is |
| ("Developer"). |
| 1. |
| Background. Franchisor and Developer are parties to that certain Multi-Unit Agreement |
| dated |
| , 20 (the "Multi-Unit Agreement") that has been signed concurrently |
| with the signing of this Rider. This Rider supersedes any inconsistent or conflicting provisions of the Multi |
| Unit Agreement. Terms not otherwise defined in this Rider have the meanings as defined in the Multi-Unit |
| Agreement. |
| This Rider is annexed to and forms part of the Multi-Unit Agreement. This Rider is being |
| signed because (a) Developer is a resident of the State of Maryland; or |
| (b) the Studios that Developer |
| develops under the |
| Multi-Unit Agreement |
| are or will be developed |
| in the State of Maryland; or |
| (c) the offer |
| to sell is made in the State of Maryland; or |
| (d) the offer to buy is accepted in the State of Maryland. |
| 2. |
| Insolvency. |
| The following is added to the end of Section 8.A.(1)(b) (Termination of |
| Franchise by Franchisor) |
| of the Multi-Unit Agreement: |
| The provision which provides for termination upon Developer's |
| bankruptcy might not be |
| enforceable under federal bankruptcy law |
| (11 U.S.C. Sections 101 et seq.). |
| 3. |
| Release. The following is added to the end of Section 9.B |
| (Transfer of Interest - |
| By |
| Developer and its Owners) |
| of the Multi-Unit Agreement: |
| Pursuant to COMAR 02.02.08.16L, any release required as a condition of renewal and/or |
| assignment/transfer will not apply to claims arising under the Maryland Franchise |
| Registration and Disclosure Law. |
| 4. |
| Governing Law; Consent to Jurisdiction. The following is added to the end of Sections 12.A |
| (Governing Law) |
| and 12.F (Consent to Jurisdiction) |
| of the Multi-Unit Agreement: |
| ; provided, however, Developer |
| may bring a lawsuit in Maryland for claims arising under |
| the Maryland Franchise Registration and Disclosure Law. Maryland law may apply to |
| claims arising under the Maryland Franchise Registration and Disclosure Law. |
| 5. |
| Mediation; Mandatory Binding Arbitration. The following is added to the end of Sections |
| 12.C (Mediation) |
| and 12.D |
| (Mandatory Binding Arbitration) |
| of the Multi-Unit Agreement: |
enforceable.
A Maryland franchise regulation states that it is an unfair or deceptive practice to require a franchisee to waive its right to file a lawsuit in Maryland claiming a violation of the Maryland Franchise Registration and Disclosure Law. In light of the Federal Arbitration Act, there is some dispute as to whether this forum selection requirement is legally
- Waiver of Jury Trial, Class Actions; Limitation of Actions. The following is added to the end of Sections 12.H (Waiver of Jury Trial), 12.I (Waiver of Class Actions) and 12.K (Limitation of Actions) of the Multi-Unit Agreement:
Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within 3 years after the grant of the franchise.
- Acknowledgments. Section 18.3 and the third sentence of Section 18.4 of the Franchise Agreement are deleted in their entirety.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties have executed and delivered this Rider to be effective as of the effective date of the Multi-Unit Agreement.
BFT FRANCHISE SPV, LLC, a Delaware limited liability company [NAME OF DEVELOPER] Capacity:
RIDER TO THE BFT FRANCHISE SPV, LLC MULTI-UNIT AGREEMENT FOR USE IN MINNESOTA
| THIS RIDER (this "Rider") is made and entered into by and between | BFT FRANCHISE SPV, |
|---|---|
| LLC, a Delaware limited liability company with its principal business address at 17877 Von Karman Ave., | |
| Suite 100 Irvine, CA 92614 ("Franchisor"), and, | |
| whose principal business address is | ("Developer"). |
| 1. | dated |
| Background. Franchisor and Developer are parties to that certain Multi-Unit Agreement | |
| , 20 (the "Multi-Unit Agreement") that has been signed concurrently | |
| with the signing of this Rider. This Rider supersedes any inconsistent or conflicting provisions of the Multi | |
| Unit Agreement. Terms not otherwise defined in this Rider have the meanings as defined in the Multi-Unit | |
| Agreement. | |
| This Rider is annexed to and forms part of the Multi-Unit Agreement. This Rider is being | |
| signed because (a) | will be |
| the Studios that Developer will develop under the Multi-Unit Agreement | |
| developed | (b) any of the offering or sales activity relating to the Multi |
| in the State of Minnesota; and/or | |
| Unit Agreement | |
| occurred in the State of Minnesota. |
- Termination. The following sentence is added to the end of Section 8.A (Termination of Franchise by Franchisor) of the Multi-Unit Agreement:
However, with respect to franchises governed by Minnesota law, Franchisor will comply with Minnesota Statutes, Section 80C.14, Subd. 3, 4, and 5, which require (except in certain specified cases) that Developer be given 90 days' notice of termination (with 60 days to cure) of this Agreement.
- Release. The following is added to the end of Section 9.B (Transfer of Interest - By Developer and its Owners) of the Multi-Unit Agreement:
Any release required as a condition of renewal and/or assignment/transfer will not apply to the extent prohibited by the Minnesota Franchises Law.
- Governing Law. The following sentence is added to the end of Section 12.A (Governing Law) of the Multi-Unit Agreement:
Nothing in this Agreement will abrogate or reduce any of Developer's rights under the Minnesota Statutes Chapter 80C or Developer's right to any procedure, forum or remedies that the laws of the jurisdiction provide.
- Other Proceeding (Right to Injunctive Relief). The following language is added to the end of Section 12.E (Other Proceeding (Right to Injunctive Relief)) of the Multi-Unit Agreement:
Notwithstanding the foregoing, a court will determine if a bond is required to obtain injunctive relief.
- Consent to Jurisdiction. The following sentence is added to the end of Section 12.F (Consent to Jurisdiction) of the Multi-Unit Agreement:
Notwithstanding the foregoing, Minn. Stat. Section 80C.21 and Minn. Rule 2860.4400J prohibit Franchisor, except in certain specified cases, from requiring litigation to be conducted outside of Minnesota. Nothing in this Agreement shall abrogate or reduce any of Developer's rights under
Minnesota Statutes chapter 80C or Developer's right to any procedure, forum or remedies that the laws of the jurisdiction provide.
-
- Waiver of Punitive Damages; Jury Trial. If and then only to the extent required by the Minnesota Franchises Law, Sections 12.G (Waiver of Punitive Damages) and 12.H (Waiver of Jury Trial) of the Multi-Unit Agreement are hereby deleted.
-
- Limitation of Actions. The following is added to the end Section 12.K (Limitation of Actions) of the Multi-Unit Agreement:
; provided, however, that Minnesota law provides that no action may be commenced under Minn. Stat. Sec. 80C.17 more than 3 years after the cause of action accrues.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties have executed and delivered this Rider to be effective as of the effective date of the Multi-Unit Agreement.
BFT FRANCHISE SPV, LLC, a Delaware limited liability company [NAME OF DEVELOPER] Capacity:
RIDER TO THE BFT FRANCHISE SPV, LLC MULTI-UNIT AGREEMENT FOR USE IN NEW YORK
| THIS RIDER (this "Rider") is made and entered into by and between | BFT FRANCHISE SPV, |
|---|---|
| LLC, a Delaware limited liability company with its principal business address at 17877 Von Karman Ave., | |
| Suite 100 Irvine, CA 92614 ("Franchisor"), and, | |
| whose principal business address is | ("Developer"). |
| 1. | dated |
| Background. Franchisor and Developer are parties to that certain Multi-Unit Agreement | |
| , 20 (the "Multi-Unit Agreement") that has been signed concurrently | |
| with the signing of this Rider. This Rider supersedes any inconsistent or conflicting provisions of the Multi | |
| Unit Agreement. Terms not otherwise defined in this Rider have the meanings as defined in the Multi-Unit | |
| Agreement. | |
| This Rider is annexed to and forms part of the Multi-Unit Agreement. This Rider is being | |
| signed because (a) an offer to sell is made in the State of New York; or (b) an offer to buy is accepted in | |
| the State of New York; or (c) if Developer is domiciled in the State of New York, the Studio is or will be | |
| developed in the State of New York. |
- Termination. The following sentence is added to the end of Section 8.A (Termination of Franchise by Franchisor) of the Multi-Unit Agreement:
Developer also may terminate this Agreement on any grounds available by law under the provisions of Article 33 of the General Business Law of the State of New York.
- Transfer of Interest. The following sentence is added to the end of Section 9.B (Transfer of Interest; By Developer and its Owners) of the Multi-Unit Agreement:
However, to the extent required by applicable law, no assignment will be made except to an assignee who, in Franchisor's good faith judgment, is willing and financially able to assume Franchisor's obligations under this Agreement.
- Release. The following is added to the end of Section 9.B (Transfer of Interest - By Developer and its Owners) of the Multi-Unit Agreement:
Notwithstanding the foregoing all rights enjoyed by Developer and any causes of action arising in Developer's favor from the provision of Article 33 of the General Business Law of the State of New York and the regulations issued there under shall remain in force to the extent required by the non-waiver provisions of GBL Sections 687.4 and 687.4, as amended.
- **Governing Law;
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 57–66)
What This Means (2025 FDD)
According to Bft's 2025 Franchise Disclosure Document, the Rider is annexed to and forms a part of either the Multi-Unit Agreement or the Franchise Agreement, depending on the context. Specifically, if the agreement is between Bft and a 'Developer,' the Rider is part of the Multi-Unit Agreement. Conversely, if the agreement is between Bft and a 'Franchisee,' the Rider is part of the Franchise Agreement.
For a prospective Bft franchisee, this means that the specific agreement to which the Rider is attached depends on whether they are developing multiple units or a single franchise. The Rider modifies the terms of the main agreement, so it is crucial to understand how it alters the original contract.
It is important to note that the Rider supersedes any conflicting provisions in the Multi-Unit Agreement or Franchise Agreement. This ensures that the terms of the Rider take precedence in case of any inconsistencies. Franchisees should carefully review both the main agreement and the Rider to fully understand their rights and obligations.
Depending on the state where the offer to sell is made or where the franchisee/developer is a resident, the Rider is being signed to address specific state laws or regulations. For example, Riders are signed if an offer to sell is made in North Dakota, the franchisee is a resident of Minnesota, or the studios are located in Washington. This highlights the importance of understanding the specific Rider applicable to your situation, as it may contain provisions tailored to your state's franchise laws.