Under what circumstances is the North Dakota Addendum to the Bojangles Development Agreement executed?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
| This | Addendum | to | the | Bojangles | Development | Agreement | dated |
|---|---|---|---|---|---|---|---|
| ("Development Agreement") between BOJANGLES OPCO, LLC | |||||||
| ("Franchisor") and ("Developer") is | |||||||
| entered into simultaneously with the execution of the Development Agreement. |
- 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 North Dakota; (B) Developer is a resident of the State of North Dakota; and/or (C) the Assigned Area will be located in the State of North Dakota.
- 2. The North Dakota Securities Commissioner has held the following to be unfair, unjust, or inequitable to North Dakota franchisees (Section 51-19-09, N.D.C.C.):
- A. Restrictive Covenants: Franchise disclosure documents which disclose the existence of covenants restricting competition contrary to Section 9-08-06, N.D.C.C., without further disclosing that such covenants will be subject to this statute.
- B. Situs of Arbitration Proceedings: Franchise agreements providing that the parties must agree to arbitrate disputes at a location that is remote from the site of the franchisee's business.
- C. Restriction on Forum: Requiring North Dakota franchisees to consent to the jurisdiction of courts outside of North Dakota.
- D. Liquidated Damages and Termination Penalties: Requiring North Dakota franchisees to consent to liquidated damages or termination penalties.
- E. Applicable Laws: Franchise agreements which specify that any claims arising under the North Dakota franchise law will be governed by the laws of a state other than North Dakota.
- F. Waiver of Trial by Jury: Requiring North Dakota franchisees to consent to the waiver of a trial by jury.
- G. Waiver of Exemplary and Punitive Damages: Requiring North Dakota franchisees to consent to a waiver of exemplary and punitive damages.
- H. General Release: Requiring North Dakota franchisees to execute a general release of claims as a condition of renewal or transfer of a franchise.
- I. Limitation of Claims: Requiring that North Dakota franchisees to consent to a limitation of claims. The statute of limitations under North Dakota law applies.
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, the North Dakota Addendum to the Bojangles Development Agreement is executed under specific circumstances related to the offer, sale, or location of a franchise within North Dakota. This addendum is required when (A) the offer or sale of a franchise to the Developer was made in the State of North Dakota; (B) the Developer is a resident of the State of North Dakota; and/or (C) the Assigned Area where the restaurant will be located is in the State of North Dakota.
This addendum modifies the Development Agreement to address specific concerns raised by the North Dakota Securities Commissioner, ensuring that the agreement complies with North Dakota law. These concerns include restrictive covenants, the location of arbitration proceedings, restrictions on forum, liquidated damages and termination penalties, applicable laws, and waivers of trial by jury. The addendum ensures that Bojangles's franchise agreements are fair and equitable to North Dakota franchisees, as defined by North Dakota Century Code Section 51-19-09.
In practical terms, if a prospective Bojangles developer meets any of the criteria—offer/sale in North Dakota, residency in North Dakota, or restaurant location in North Dakota—this addendum will be integrated into their Development Agreement. This ensures that the franchisee's rights are protected under North Dakota law, particularly regarding dispute resolution, legal jurisdiction, and financial liabilities. Franchisees should carefully review this addendum with legal counsel to fully understand their rights and obligations within the context of North Dakota's franchise regulations.