What happens to conflicting provisions between this Rider and the Multi-Unit Agreement for Bft?
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; |
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, specifically Item 17, the Rider supersedes any inconsistent or conflicting provisions of the Multi-Unit Agreement. This means that if there are any clauses in the Multi-Unit Agreement that contradict the Rider, the terms outlined in the Rider will take precedence. The Rider is attached to, and becomes a part of, the Multi-Unit Agreement.
This is a standard legal practice in franchising where specific riders or addenda are used to modify or clarify the original agreement. It ensures that the most recently agreed-upon terms are enforced. For a prospective Bft franchisee, this means carefully reviewing both the Multi-Unit Agreement and any associated Riders to understand the complete set of obligations and rights.
The Rider is signed because of specific conditions, such as if an offer to sell was made in a particular state, if the developer is domiciled in a specific state, or if the studios developed under the Multi-Unit Agreement are or will be operated in a particular state. Terms not defined in the Rider will have the same meanings as defined in the Multi-Unit Agreement.