Under what circumstances is this Rider being signed in relation to the Bft Multi-Unit Agreement?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
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; Consent to Jurisdiction. The following sentence is added to the end of Sections 12.A (Governing Law) and 12.F (Consent to Jurisdiction):
This section shall not be considered a waiver of any right conferred upon Developer by the provisions of Article 33 of the New York General Business Law, as amended, and the regulations issued thereunder.
- Franchise Questionnaires and Acknowledgements. No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor,
franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
- Receipts. Any sale made must be in compliance with § 683(8) of the Franchise Sale Act (N.Y. Gen. Bus. L. § 680 et seq.), which describes the time period a Franchise Disclosure Document (offering prospectus) must be provided to a prospective franchisee before a sale may be made. New York law requires a franchisor to provide the Franchise Disclosure Document at the earliest of the first personal meeting, ten (10) business days before the execution of the franchise or other agreement, or the payment of any consideration that relates to the franchise relationship.
[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.
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 signed concurrently with the Multi-Unit Agreement and is annexed to and forms part of it. This Rider supersedes any inconsistent or conflicting provisions of the Multi-Unit Agreement. The specific reasons for signing the Rider vary depending on the state.
For instance, if the Developer intends to develop Bft studios in Minnesota, or if any offering or sales activity related to the Multi-Unit Agreement occurred in Minnesota, the Rider is required. Similarly, a Rider is necessary if an offer to sell is made in North Dakota, or if the Developer is based in North Dakota and will operate a Bft studio there. In Maryland, the Rider is signed if the Developer is a resident, the studios will be developed there, the offer to sell is made there, or the offer to buy is accepted there.
In New York, the Rider is required if an offer to sell or buy is made in the state, or if the Developer is domiciled there and the studio will be developed there. For Washington, the Rider is necessary if the offer is directed into the state and received there, the Developer is a resident, or the studios will be located or operated in Washington. These state-specific Riders ensure compliance with local franchise laws and regulations, modifying the standard Multi-Unit Agreement to address specific legal requirements.
Prospective Bft multi-unit developers should pay close attention to these state-specific Riders, as they can significantly impact their rights and obligations. It is crucial to understand which Rider applies based on the location of the development and the franchisee's domicile, as the Rider takes precedence over conflicting terms in the standard Multi-Unit Agreement. Consulting with a franchise attorney is advisable to navigate these complexities and ensure full compliance with all applicable laws.