Does this Buff City Soap addendum modify the original Franchise Agreement?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
THIS ADDENDUM is made and entered into on, 20 (the "Effective Date") by and between BUFF CITY SOAP FRANCHISING, LLC, a limited liability company formed under the laws of the State of Delaware, with its principal business address at 5294 Beltline Road, Suite 100, Dallas, Texas 75254, ("we," "us,"' or, "our"), and , a [corporation, limited liability company, general partnership, or limited partnership] formed under the laws of the State of, [or a sole proprietorship] with its principal business address at ("you" or "your"). 1. We and you are parties to that certain Franchise Agreement dated BACKGROUND. , 20 (the "Franchise Agreement") that has been signed concurrently with the signing of this Addendum. This Addendum is annexed to and forms part of the Franchise Agreement. This Addendum is being signed because (a) you are domiciled in South Dakota and the Buff City Soap Makery that you will operate under the Franchise Agreement will be located in South Dakota; and/or (b) any of the offering or sales activity relating to the Franchise Agreement occurred in South Dakota. 2. Section 3.1 of the Franchise Agreement is amended to add the following: "The payment of the Initial Franchise Fee is not due to Franchisor until Franchisor has completed all of its pre-opening requirements to Franchisee and Franchisee is operational." 3. 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.
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)
According to the 2025 Buff City Soap Franchise Disclosure Document, the provided addenda modify the original franchise agreement. Each addendum specifies that it is made and entered into by Buff City Soap Franchising, LLC, and the franchisee, referencing a specific Franchise Agreement. The addenda are annexed to and form a part of the Franchise Agreement, indicating they are designed to change or add to the original agreement.
For instance, the addendum for use in South Dakota amends Section 3.1 of the Franchise Agreement, adding a clause that the initial franchise fee is not due until Buff City Soap has completed its pre-opening requirements and the franchisee is operational. Similarly, the addendum for Illinois states that Item 5 is amended to defer payment of Initial Franchise/Development Fees until Buff City Soap has met its initial obligations and the franchisee has commenced business. These changes directly alter the terms of the original Franchise Agreement.
Furthermore, several addenda include clauses that supersede other terms of any document executed in connection with the franchise, particularly concerning waivers of claims under state franchise law. For example, the addendum for Maryland adds a clause specifying that if any terms of the Disclosure Document are inconsistent with the terms outlined in the addendum, the addendum's terms will control. This highlights the modifying nature of the addendum, ensuring compliance with specific state laws and overriding conflicting terms in the original agreement.
In summary, the addenda serve to modify the original Buff City Soap Franchise Agreement by adding, amending, or superseding specific clauses, particularly to address state-specific legal requirements and to protect the rights of franchisees under those state laws. Prospective franchisees should carefully review any addenda applicable to their state to understand how the original agreement is modified and what specific rights and obligations are affected.