To what extent will the provisions of the Boulder Designs franchise amendment be effective in Maryland?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
The following sentence is added to the end of Transfer by Franchisee to a Third Party, Section 18.2: The general release required as a condition of renewal, sale, and/or assignment/transfer shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
The following sentence is added to the end of Transfer to a Controlled Entity, Section 18.3: This release shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
The following sentence is added to the end of Consent to Jurisdiction, Section 23.2: A Franchisee in Maryland may sue in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.
The following sentence is added at the end of Limitations of Claims, Section 23.4: Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within 3 years after the grant of the franchise.
All representations requiring prospective franchisees to assent to a release, estoppel, or waiver of liability are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.
Each provision of this Amendment will be effective only to the extent that, with respect to the provision, the jurisdictional requirements of the Maryland Franchise Registration and Disclosure Law is met independently of this Amendment.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2025 FDD)
According to the 2025 Boulder Designs Franchise Disclosure Document, the amendment to the franchise agreement contains specific provisions addressing the applicability of Maryland franchise law. Several sections of the standard franchise agreement are modified to ensure compliance and protect the rights of franchisees in Maryland.
Specifically, the amendment stipulates that any general release required as a condition of renewal, sale, or transfer of the franchise will not apply to liabilities arising under the Maryland Franchise Registration and Disclosure Law. This ensures that franchisees retain their rights under Maryland law, even when signing a general release. Additionally, a Boulder Designs franchisee in Maryland is permitted to sue in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law, regardless of any jurisdiction clauses in the standard agreement. The amendment also specifies that any claims under the Maryland Franchise Registration and Disclosure Law must be brought within three years after the grant of the franchise.
Furthermore, the amendment clarifies that any representations requiring prospective franchisees to release, waive, or estop liabilities will not act as a release, waiver, or estoppel of any liability incurred under the Maryland Franchise Registration and Disclosure Law. This provision is designed to prevent franchisees from inadvertently waiving their rights under Maryland law. However, each provision of the amendment will only be effective to the extent that the jurisdictional requirements of the Maryland Franchise Registration and Disclosure Law are met independently of the amendment. This means that the provisions of the amendment are intended to work in conjunction with, and not as a replacement for, the protections afforded by Maryland law.
In summary, the Boulder Designs franchise agreement includes an amendment to ensure compliance with Maryland franchise law, providing specific protections and rights to franchisees operating in Maryland. However, the effectiveness of these provisions is contingent upon meeting the jurisdictional requirements of Maryland law independently of the amendment itself.