factual

What does the Bft Rider supersede if there are conflicting provisions?

Bft Franchise · 2025 FDD

Answer 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

  1. 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.

  1. 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.
  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

    1. 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.
    1. 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.

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 supersedes any inconsistent or conflicting provisions of either the Multi-Unit Agreement or the Franchise Agreement, depending on which agreement it is attached to. This means that if there's a disagreement between the terms in the main agreement and the Rider, the Rider's terms will take precedence. This is a common legal practice to ensure that any specific modifications or additions outlined in the Rider are upheld.

For a prospective Bft franchisee, this is important because the Rider often contains state-specific amendments or clarifications to the standard franchise agreement. For instance, the excerpts provided show Riders being signed due to the franchisee or development activities occurring in Rhode Island, Minnesota, or Washington. These Riders address specific legal requirements or protections in those states.

It is crucial for a franchisee to carefully review the Rider along with the main agreement to understand their rights and obligations fully. If the franchisee is developing multiple units, the Rider to the Multi-Unit Agreement will be relevant. If it is a single-unit franchise, the Rider to the Franchise Agreement applies. Understanding which agreement the Rider modifies is essential to grasping the complete contractual relationship with Bft.

For example, the Washington Rider excerpt mentions a surety bond and modifications to enforcement of covenants, cross-default clauses, and other legal provisions within the Multi-Unit Agreement. Similarly, the Minnesota Rider modifies release requirements related to renewals or transfers, as dictated by Minnesota franchise law. These state-specific Riders ensure compliance with local regulations and provide additional protections or clarifications for the franchisee.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.