Does the Wisconsin Fair Dealership Act supersede Article 17 of the Bonchon Franchise Agreement regarding default and termination, and if so, under what conditions?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions will supersede and apply:
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- The Wisconsin Fair Dealership Act, Wisconsin Statutes, Chapter 135 will apply to and govern the provisions of the Franchise Agreement.
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- That Act's requirement, including the requirements that, in certain circumstances, a franchisee receives ninety (90) days' notice of termination, cancellation, non-renewal or substantial change in competitive circumstances, and sixty (60) days to remedy claimed deficiencies, will supersede the requirements of Article 17 of the Franchise Agreement ("Default and Termination") to the extent they may be inconsistent with the Act's requirements.
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- No statement, questionnaire, or acknowledgement 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, the Wisconsin Fair Dealership Act (WFDA) does indeed supersede Article 17 of the Franchise Agreement, which pertains to default and termination, for franchises operating in Wisconsin. This means that the protections and requirements outlined in the WFDA take precedence over the terms specified in Article 17 if there are any inconsistencies between the two.
Specifically, the WFDA mandates that Bonchon franchisees in Wisconsin receive at least ninety (90) days' notice before termination, cancellation, non-renewal, or any substantial change in competitive circumstances. Furthermore, franchisees are entitled to sixty (60) days to address and remedy any claimed deficiencies. These stipulations override the standard default and termination clauses in Article 17 of the Bonchon Franchise Agreement to the extent that those clauses might offer less protection or shorter timeframes than what the WFDA requires.
This addendum ensures that Bonchon franchisees in Wisconsin benefit from the stronger legal protections afforded by the WFDA, particularly concerning the conditions and procedures for termination or non-renewal of their franchise agreements. Prospective franchisees in Wisconsin should carefully review both the standard Franchise Agreement and the Wisconsin Addendum to fully understand their rights and obligations under both documents.
It is important for potential Bonchon franchisees in Wisconsin to understand that no statement or agreement they sign can waive their rights under the WFDA, including claims related to fraud in the inducement or reliance on statements made by Bonchon. This provision further reinforces the protections offered by Wisconsin law, ensuring that franchisees cannot inadvertently forfeit their legal rights through standard contractual language.