In Michigan, is a provision prohibiting a Bigfoot Forestry franchisee from joining a franchisee association enforceable?
Bigfoot_Forestry Franchise · 2025 FDDAnswer from 2025 FDD Document
re made to the Bigfoot Forestry Franchise Disclosure Document ("FDD" or "Disclosure Document") issued by Bigfoot Franchising, LLC ("we" or "us" or "franchisor") to franchisee ("you" or "franchisee") and may supersede certain portions of the Franchise Agreement between you and us dated _________________________, 202__ (the "Franchise Agreement"). When the term "Supplemental Agreements" is used, it means any area development agreement, area representative agreement, master franchise agreement, or similar agreement entered into between us and you, if applicable.
Certain states have laws governing the franchise relationship and franchise documents. Certain states require modifications to the FDD, Franchise Agreement, Supplemental Agreements and other documents related to the sale of a franchise. This State-Specific Addendum ("State Addendum") will modify these agreements to comply with the applicable state's laws. The terms of this State Addendum will only apply if you meet the requirements of the applicable state independently of your signing of this State Addendum. The terms of this State Addendum (but only the State Addendum for the applicable State) will override any inconsistent provision of the FDD, Franchise Agreement or any Supplemental Documents.
Source: Item 23 — RECEIPT (FDD pages 42–162)
What This Means (2025 FDD)
Based on the 2025 Bigfoot Forestry Franchise Disclosure Document, the franchise agreement may be subject to state-specific addenda that modify the agreement to comply with applicable state laws. The State Addendum applies to Michigan, among other states, and its terms will override any inconsistent provision of the FDD, Franchise Agreement, or any Supplemental Documents if the franchisee meets the requirements of the applicable state independently of signing the State Addendum.
However, the excerpt does not explicitly state whether a provision prohibiting a Bigfoot Forestry franchisee from joining a franchisee association is enforceable in Michigan. The document includes general provisions about governing law and severability, indicating that if any law imposes mandatory terms conflicting with the agreement, those terms will govern to the extent of the inconsistency. Additionally, if a court finds any covenant unreasonable or unenforceable, it may be modified to the minimum extent necessary to make it enforceable.
To determine the enforceability of such a provision in Michigan, a prospective Bigfoot Forestry franchisee should review the Michigan State Addendum (Exhibit H-1) and consult with a legal professional familiar with Michigan franchise law. They should also inquire directly with Bigfoot Forestry about any specific restrictions or regulations regarding franchisee associations in Michigan.