What is the purpose of the Amendment to the Boulder Designs Franchise Agreement required by the state of Indiana?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
- Dispute Resolution. Article 23 of the Franchise Agreement is amended by the addition of the following language:
Notwithstanding anything to the contrary in this Article 23, if this Article 23 requires litigation to be conducted in a forum other than the State of Indiana, the requirement may be unenforceable as a limitation on litigation pursuant to IC 23-2-2.7-1(1). Notwithstanding anything to the contrary contained in this Article 23, the choice of law for any cause of action brought under this Agreement will be subject to any superseding provisions contained in Indiana's Franchise Acts, IC 23-2-2.5 and 2.7. You will be permitted to bring actions arising under IC 23-2-2.5 at any time within three years from the date of violation pursuant to IC 23-2-2.7-1(10). You cannot be required to recognize the adequacy or inadequacy of any remedy. The waiver or release of any rights with regard to this Agreement is prohibited under IC 23-2-2.7-1(5).
- Acknowledgments. Article 24 of the Franchise Agreement is amended by the addition of the following language:
However, such representations are not intended to nor shall they act as a release, assignment, novation, waiver or estoppel which purports to relieve Franchisor from liability under Indiana Code 23-2-2.7.
- Each provision of this Amendment will be effective only to the extent that, with respect to the provision, the jurisdictional requirements of the Indiana Franchise Practices Law is met independently of this Amendment. Franchisor does not waive its right to challenge the enforceability of any state law and declares void or unenforceable any provision contained in this Agreement. Franchisor and Franchisee will enforce the provisions of this Agreement to the extent permitted by law.
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 required by the state of Indiana addresses dispute resolution, acknowledgments, and other provisions to ensure compliance with Indiana law.
Specifically, Article 23 of the Franchise Agreement is amended to state that if litigation is required to be conducted outside of Indiana, it may be unenforceable under Indiana law (IC 23-2-2.7-1(1)). The choice of law for any action brought under the agreement will be subject to Indiana's Franchise Acts, IC 23-2-2.5 and 2.7. Franchisees are permitted to bring actions arising under IC 23-2-2.5 within three years from the date of violation, as per IC 23-2-2.7-1(10). The franchisee cannot be required to recognize the adequacy or inadequacy of any remedy, and the waiver or release of any rights regarding the agreement is prohibited under IC 23-2-2.7-1(5).
Additionally, Article 24 of the Franchise Agreement is amended to clarify that representations made by Boulder Designs do not act as a release, assignment, novation, waiver, or estoppel that would relieve Boulder Designs from liability under Indiana Code 23-2-2.7. Each provision of the amendment is effective only to the extent that it meets the jurisdictional requirements of the Indiana Franchise Practices Law, independently of the amendment. Boulder Designs retains the right to challenge the enforceability of any state law and declares void any provision in the agreement that is unenforceable. Both Boulder Designs and the franchisee will enforce the provisions of the agreement to the extent permitted by law.
In summary, the Indiana amendment aims to protect the franchisee's rights under Indiana law by ensuring that certain provisions of the franchise agreement comply with Indiana statutes, particularly regarding dispute resolution, liability waivers, and choice of law.