How might the laws of the State of Maryland potentially impact the Bonchon Franchise Agreement?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
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- This Addendum may be executed in counterparts, which together shall constitute one and the same instrument. Signatures via DocuSign, .PDF file, facsimile, or other electronic format have the same force and effect as originals.
[Signature page follows.]
| 5. California Business | and Professions | Code | 20000 | through | 20043 | provide rights | to the | |---|---|---|---|---|---|---|---| [Signature Page – Indiana Addendum to Franchise Agreement]
MARYLAND ADDENDUM TO FRANCHISE AGREEMENT
The following provisions will supersede anything to the contrary in the Franchise Disclosure Document or Franchise Agreement and will apply to all franchises offered and sold under the laws of the State of Maryland:
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- Sections 6.01 ("Restaurant Location"), 7.02 ("Initial Training Program/Partner Training Program"), 13.01(I) ("Conditions to Successor Term") and 14.04(O) ("Assignment By You – Sale to Third Party") of the Franchise Agreement, each of which require the execution of a General Release, are each amended to add the following language:
- "The release requirement of this Section is not intended to nor will it act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law. The release required under this Section will not apply to claims arising under the Maryland Franchise Registration and Disclosure Law."
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- The laws of the State of Maryland may supersede the Franchise Agreement, including the areas of termination and renewal of the Franchise.
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- Any claims arising under the Maryland Franchise Registration and Disclosure Laws must be brought within three years after the grant of the Franchise.
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- Section 32.04 of the Franchise Agreement ("Venue") requires venue to be limited to New York. This provision is deleted from all Franchise Agreements for residents of the State of Maryland and/or franchises to be operated in the State of Maryland.
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- The following sentences are added at the end of the last paragraph of Section 3.04 of the Franchise Agreement ("Rights We Reserve"):
- "The waivers and releases in this paragraph are not intended to nor will they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law. The waivers and releases in this paragraph will not apply to claims arising under the Maryland Franchise Registration and Disclosure Law."
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- The following language is added to the second sentence of Section 26.01 of the Franchise Agreement ("Integration of Agreement"): "provided, however, that the previous language is not intended to, nor will it, act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law."
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- The following sentence is added at the end of Section 27.01 of the Franchise Agreement ("No Oral Modification"): "This Section is not intended to, nor will it, act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law."
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- 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.
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, Maryland law has specific addenda that supersede the standard franchise agreement to protect franchisees. These addenda address several key areas, including releases, termination, renewal, venue, waivers, and acknowledgments.
Specifically, any general release required as a condition of renewal, sale, or assignment/transfer does not apply to liabilities under the Maryland Franchise Registration and Disclosure Law. This ensures that franchisees do not inadvertently waive their rights under Maryland franchise law when engaging in these transactions. Additionally, Maryland law may take precedence over the Bonchon Franchise Agreement in matters of termination and renewal, providing franchisees with the protections afforded by Maryland statutes.
Furthermore, Bonchon franchisees in Maryland have the right to sue in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law. Any such claims must be brought within three years after the franchise is granted. The standard Franchise Agreement's venue provision, which limits venue to New York, is deleted for Maryland residents or franchises operating in Maryland, allowing legal actions to occur in Maryland. Also, any questionnaire or acknowledgment signed by a franchisee cannot waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Bonchon or its representatives. This provision ensures that franchisees cannot unintentionally forfeit their legal rights through standard paperwork.
These stipulations collectively strengthen the protections available to Bonchon franchisees in Maryland, ensuring compliance with state-specific franchise regulations and providing a more balanced legal framework compared to the standard franchise agreement. Prospective franchisees should carefully review these Maryland-specific addenda to fully understand their rights and obligations under the Bonchon franchise agreement within the state.