What does the Boulder Designs Franchise Disclosure Document advise prospective franchisees to do regarding the franchise and related agreements?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
D HEREIN IS TRUE, COMPLETE, AND NOT MISLEADING.**
THE FRANCHISE INVESTMENT LAW MAKES IT UNLAWFUL TO OFFER OR SELL ANY FRANCHISE IN THIS STATE WITHOUT FIRST PROVIDING TO THE
PROSPECTIVE FRANCHISEE, OR SUBFRANCHISOR, AT LEAST 7 DAYS BEFORE SIGNING BY THE PROSPECTIVE FRANCHISEE OF ANY BINDING FRANCHISE OR OTHER AGREEMENT, OR AT LEAST 7 DAYS BEFORE THE PAYMENT OF ANY CONSIDERATION BY THE FRANCHISEE, WHICHEVER OCCURS FIRST. A COPY OF THE DISCLOSURE DOCUMENT, TOGETHER WITH A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE.
THIS DISCLOSURE DOCUMENT CONTAINS A SUMMARY ONLY OF CERTAIN MATERIAL PROVISIONS OF THE FRANCHISE AGREEMENT. THE CONTRACT OR AGREEMENT SHOULD BE REFERRED TO FOR A STATEMENT OF ALL RIGHTS, CONDITIONS, RESTRICTIONS AND OBLIGATIONS OF BOTH THE FRANCHISOR AND THE FRANCHISEE.
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- The Hawaii Franchise Investment Law provides rights to Franchisee concerning nonrenewal, termination and transfer of the Franchise Agreement. If the Agreement, and more specifically Articles 4, 16, 17 and 18 contain a provision that is inconsistent with the Hawaii Franchise Investment Law, the Hawaii Franchise Investment Law will control;
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- Articles 4 and 18 require Franchisee to sign a general release as a condition of renewal and transfer of the franchise; such release shall exclude claims arising under the Hawaii Franchise Investment Law;
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- Section 16.2, which terminates the Franchise Agreement upon the bankruptcy of Franchisee, may not be enforceable under federal bankruptcy law (11 U.S.C. Section 101, et seq.);
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- Registered agent in the state authorized to receive service of process: Commissioner of Securities, Department of Commerce and Consumer Affairs, Business Registration Division, Securities Compliance Branch, 335 Merchant Street, Room 203, Honolulu, Hawaii 96813.
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- Item 5 is amended by the following:
Payment of Initial Franchise Fees will be deferred until Franchisor has met its initial obligations to Franchisee, and Franchisee has commenced doing business. This financial assurance requirement was imposed by the Hawaii Securities Compliance Branch due to the Franchisor's financial condition.
FOR THE STATE OF ILLINOIS
- Item 5 is amended by the following:
Payment of Initial Franchise Fees will be deferred until Franchisor has met its initial obligations to Franchisee, and Franchisee has commenced doing business. This financial assurance requirement was imposed by the Office of the Illinois Attorney General due to the Franchisor's financial condition.
- Item 17 is supplemented by the following:
Section 705/4 of the Illinois Franchise Disclosure Act of 1987 (the "Act") provides that any provision in the Franchise Agreement that designates venue outside of Illinois is void with respect to any cause of action that is otherwise enforceable in Illinois; however, the Agreement may provide for arbitration in a forum outside of Illinois.
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- Notwithstanding the provisions of the Franchise Agreement that Texas law shall govern, Illinois law shall apply to and govern any claim between the parties under the Franchise Agreement that alleges violation of the Act.
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- The conditions under which your franchise can be terminated and your rights on renewal may be affected by Illinois law, 815 ILCS 705/19 and 705/20.
Boulder Designs® 3 Exhibit I Franchise Disclosure Document | 2025
- 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 behalf of the Franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
FOR THE STATE OF INDIANA
The Indiana Deceptive Franchise Practices Act requires that Indiana law govern any cause of action arising under the Indiana Franchise Disclosure Law or the Indiana Deceptive Franchise Practices Act and prohibits limiting litigation brought for breach of the agreement in any manner whatsoever;
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- Item 12, "Territory," shall be amended by the addition of the following paragraph: we will not compete unfairly with you within a reasonable area;
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- The Indiana Deceptive Franchise Practices Act makes it unlawful to require a franchisee to covenant not to compete with the franchisor for a period longer than three years or in an area of greater than the exclusive area granted by the franchise agreement or, in the absence of such a provision in the agreement, an area of reasonable size, upon termination of or failure to renew the franchise;
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- Item 17 is supplemented by adding the following language to the end of the "Summary" section of Item 17(p) (Death or disability of franchisee): You will have a period of 180 days following disapproval to sell the franchise to an assignee acceptable to us.
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- Item 17 is supplemented by adding the following language to the end of the "Summary"
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 38–44)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, prospective franchisees in California should be aware that the California Franchise Investment Law requires a copy of all proposed agreements relating to the sale of the franchise to be delivered along with the offering circular. Additionally, any statement, questionnaire, or acknowledgement signed by a franchisee cannot waive claims under state franchise law, including fraud, or disclaim reliance on the franchisor. Any provisions disclaiming representations made by Boulder Designs, reliance on those representations by the franchisee, or violations of the Franchise Investment Law are considered void and unenforceable.
For franchisees in Hawaii, the disclosure document advises that the Franchise Investment Law requires them to receive the disclosure document and all proposed agreements at least 7 days before signing any binding agreement or paying any consideration. The document also clarifies that the summary it contains is not a complete statement of all rights, conditions, restrictions, and obligations, and franchisees should refer to the actual contract for a full understanding. Furthermore, any release signed as a condition of renewal or transfer should exclude claims arising under the Hawaii Franchise Investment Law.
In Illinois, the FDD states that any provision in the Franchise Agreement that designates venue outside of Illinois is void with respect to any cause of action that is otherwise enforceable in Illinois; however, the Agreement may provide for arbitration in a forum outside of Illinois. Additionally, Illinois law will govern any claim between the parties under the Franchise Agreement that alleges violation of the Act, notwithstanding the provisions of the Franchise Agreement that Texas law shall govern. The conditions under which your franchise can be terminated and your rights on renewal may be affected by Illinois law, 815 ILCS 705/19 and 705/20.
For New York, the FDD advises that no statement, questionnaire, or acknowledgment signed by a franchisee can waive claims under state franchise law or disclaim reliance on statements made by the franchisor. The document also highlights the requirements of the Franchise Sale Act regarding the timing of providing the Franchise Disclosure Document to prospective franchisees before a sale can be made. New York law requires Boulder Designs to provide the Franchise Disclosure Document at the earlier of the first personal meeting, ten (10) business days before the execution of the franchise or other agreement, or the payment of any consideration that relates to the franchise relationship.