Does this addendum to the Buff City Soap Franchise Agreement change the transfer rights of a Buff City Soap franchisee?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
right to a jury trial, may not be enforceable.
Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a franchisee, unless the employee's earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor's earnings from the party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provisions contained in the franchise agreement or elsewhere that conflict with these limitations are void and unenforceable in Washington.
RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of the franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.
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.
The undersigned does hereby acknowledge receipt of this addendum.
BUFF CITY SOAP FRANCHISING, LLC []## **RIDER TO THE BUFF CITY SOAP FRA
Source: Item 6 — , Securities Offering Fee, in the amount column is revised to state the following: (FDD pages 216–303)
What This Means (2025 FDD)
Based on the 2025 Buff City Soap Franchise Disclosure Document, the provided addenda primarily focus on modifications related to state-specific laws and regulations and do not contain explicit changes to the transfer rights of a Buff City Soap franchisee. Several addenda address issues such as waivers of claims, governing law, and payment of initial fees, tailoring the franchise agreement to comply with local requirements in states like South Dakota, Illinois, Maryland, Hawaii, North Dakota, and Washington. These addenda ensure that franchisees' rights are protected under state franchise laws and that certain provisions of the franchise agreement are adjusted to align with state regulations.
Specifically, the addenda address concerns such as the enforceability of non-competition covenants in Washington, the deferral of initial fees in Hawaii and Illinois, and the allocation of costs and expenses in enforcement actions in North Dakota. Additionally, the addenda clarify that franchisees cannot waive claims under applicable state franchise laws, ensuring that they retain their legal rights. These modifications reflect an effort by Buff City Soap to comply with varying state laws and to provide franchisees with assurances regarding their rights and obligations.
While the provided addenda do not directly address the transfer rights of a franchisee, they do emphasize the importance of adhering to state-specific regulations and protecting franchisees' legal rights. A prospective Buff City Soap franchisee should still review the franchise agreement and any associated addenda carefully to understand their rights and obligations, particularly in relation to transfer rights, and should consult with a legal professional to ensure they are fully informed.