Which paragraph of the Big Apple Bagels Area Development Agreement is modified, and what is the effect of the modification?
Big_Apple_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
| 1. | Paragraph 12.B. of the BAGELS Area Development Agreement on Transfer by Developer shall be | | amended by the addition of the following language to the original language that appears therein: | | | 687.5 be satisfied." | "All rights enjoyed by the Franchisee and any causes of action arising in its favor from the provisions of Article 33 of the General Business law of the State of New York and the regulations issued thereunder shall remain in force; it being the intent of this proviso that the non-waiver provisions of GBL Section 687.4 and | | Agreements." | "However, Franchisor shall not assign its rights and obligations to a transferee unless in its reasonable judgment, the transferee is able to fulfill the Franchisor's obligations under its BAGELS Franchise | | 2. | Paragraph 13.E. of the BAGELS Area Development Agreement on Governing Law shall be | | amended by the addition of the following language to the original language that appears therein: | | by the provisions of Article 33 of the General Business Law of the State of New York." | "The foregoing choice of law shall not be considered a waiver of any right conferred upon the Franchisee |
Source: Item 23 — RECEIPTS (FDD pages 87–319)
What This Means (2025 FDD)
According to the 2025 Big Apple Bagels FDD, Paragraph 12.B and Paragraph 13.E of the Area Development Agreement are modified. Specifically, Paragraph 12.B, concerning transfer by the developer, is amended to ensure that all rights and causes of action arising from Article 33 of the General Business Law of the State of New York remain in force for the franchisee. This addition reinforces the non-waiver provisions of GBL Sections 687.4 and 687.5. It also states that Big Apple Bagels cannot assign its rights and obligations unless the transferee can fulfill the franchisor's obligations under the franchise agreements.
Paragraph 13.E, which deals with governing law, is amended to clarify that the choice of law does not waive any rights conferred upon the franchisee by Article 33 of the General Business Law of the State of New York.
These modifications appear to primarily protect the franchisee's rights under New York law, ensuring that these rights are not inadvertently waived due to the agreement's terms or any transfer of obligations by Big Apple Bagels. This is particularly relevant for franchisees operating in New York, as it provides additional legal safeguards.