Under what circumstances is the Addendum to the Bojangles Development Agreement required for Rhode Island franchisees executed?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 22: CONTRACTS]
- 1. The provisions of this Addendum form an integral part of, and are incorporated into, the Development Agreement. This Addendum is being executed because: (A) the offer or sale of a franchise to Developer was made in the State of Rhode Island; (B) Developer is a resident of the State of Rhode Island; and/or (C) the Assigned Area will be located in the State of Rhode Island.
- 2. The following language is added to Sections XVI.B. and C.:
- Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act."
- 3. Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Development Agreement.
- 4. Except as expressly modified by this Addendum, the Development Agreement remains unmodified and in full force and effect.
- 5. This Addendum may be executed in multiple counterparts, each of which when executed and delivered shall be deemed to be an original and all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Addendum by electronic transmission (including an electronic signature platform such as DocuSign or the transmission of a scanned PDF document) shall be effective as delivery of a manually executed counterpart of this Addendum.
[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Addendum to the Development Agreement on the same date as the Development Agreement was executed.
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, the Addendum to the Bojangles Development Agreement for Rhode Island franchisees is executed under specific circumstances related to the franchise's location, the franchisee's residency, or where the offer or sale of the franchise occurred. This addendum is required when (A) the offer or sale of a franchise to the Developer was made in the State of Rhode Island, (B) the Developer is a resident of the State of Rhode Island, or (C) the Assigned Area will be located in the State of Rhode Island.
This addendum ensures that the Bojangles Development Agreement complies with Rhode Island's franchise laws, particularly concerning jurisdiction and venue. It includes a clause that voids any provision in the franchise agreement that restricts jurisdiction or venue to a forum outside of Rhode Island or requires the application of laws from another state, as per Section 19-28.1-14 of the Rhode Island Franchise Investment Act. This protects the franchisee's rights under Rhode Island law.
The addendum explicitly states that it forms an integral part of the Development Agreement and is incorporated into it. It also clarifies that any capitalized terms not defined within the addendum will have the same meaning as in the original Development Agreement. Furthermore, the addendum confirms that the Development Agreement remains in full effect, except for the specific modifications outlined in the addendum itself.
Finally, the document allows for the addendum to be executed in multiple counterparts, which, when delivered, are considered original and constitute a single agreement. It also specifies that delivering a signed copy of the addendum via electronic transmission, including platforms like DocuSign or scanned PDF documents, is equivalent to delivering a manually executed counterpart. This facilitates the execution process, allowing for efficient and modern methods of signing and delivering the document.