Under what circumstances is this Rider to the Multi-Unit Agreement for Bft being signed?
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.
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 to the Multi-Unit Agreement is signed concurrently with the Multi-Unit Agreement itself. This rider is designed to address specific legal considerations and requirements within certain states. The document indicates that the Rider supersedes any conflicting information in the Multi-Unit Agreement.
For franchisees planning to develop Bft studios in Minnesota, the Rider is required if the studios will be developed in Minnesota, or if any offering or sales activity related to the Multi-Unit Agreement occurred in Minnesota. Similarly, a Rider is required in North Dakota (a) if an offer to sell is made in the State of North Dakota; or (b) if Developer is domiciled in the State of North Dakota, the Studio that Developer develops under its Multi-Unit Agreement are or will be operated in the State of North Dakota.
In New York, the Rider is required (a) if an offer to sell is made in the State of New York; or (b) if 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. For Maryland, the Rider is required 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. Finally, in Washington, the Rider is required because (a) the offer is directed into the State of Washington and is received where it is directed; or (b) Developer is a resident of the State of Washington; or (c) the Studios that Developer develops under the Multi-Unit Agreement are or will be located or operated, wholly or partly, in the State of Washington.
These state-specific Riders ensure that the Bft franchise agreement complies with local laws and regulations, addressing potential conflicts or inconsistencies. Prospective multi-unit franchisees should carefully review the Rider applicable to their state to understand their rights and obligations, as these Riders modify the standard Multi-Unit Agreement.