In the event of conflicting laws, which law prevails in the Buff City Soap franchise agreement?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
Illinois law governs the agreements between the parties to this franchise.
Section 4 of the Illinois Franchise Disclosure Act provides that any provision in a franchise agreement that designates jurisdiction or venue outside the State of Illinois is void.
However, a franchise agreement may provide for arbitration outside of Illinois.
Section 41 of the Illinois Franchise Disclosure Act provides that any condition, stipulation, or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act or any other law of Illinois is void.
As to franchises governed by the Maryland Franchise Registration and Disclosure Law, if any of the terms of the Disclosure Document are inconsistent with the terms below, the terms below control.
All representations requiring prospective franchisees to assent to a release, estoppel or waiver or liability are not intended to, nor shall they act as a release, estoppel or waiver of liability incurred under the Maryland Franchise Registration and Disclosure Law.
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.
So long as required by North Dakota law, Section 26.H of the Franchise Agreement and section 15.H of the Area Development Agreement stipulates that the franchisee shall pay all costs and expenses incurred by the franchisor in enforcing the agreement. The Commissioner has determined this to be unfair, unjust, and inequitable within the intent of Section 51-19-09 of the North Dakota Franchise Investment Law. The provision shall be changed to read that the prevailing party in any enforcement action is entitled to recover all costs and expenses including attorney's fees.
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.
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 franchise agreement is subject to addenda that address which laws take precedence in specific states. For franchisees in Illinois, Illinois law governs the agreements between the parties. The FDD also states that any provision in a Buff City Soap franchise agreement designating jurisdiction or venue outside of Illinois is void, although the agreement may provide for arbitration outside of Illinois. Additionally, any condition that requires a person acquiring a franchise to waive compliance with Illinois law is void.
For Buff City Soap franchisees in Maryland, the addendum specifies that if any terms in the Disclosure Document are inconsistent with the terms outlined in the addendum, the terms in the addendum will control. The addendum clarifies that representations requiring franchisees to agree to a release, estoppel, or waiver of liability do not act as a release, estoppel, or waiver of liability incurred under the Maryland Franchise Registration and Disclosure Law.
For Buff City Soap franchisees in Washington, several stipulations are made regarding non-competition covenants and restrictions on soliciting or hiring employees. Any provisions in the franchise agreement that conflict with these limitations are considered void and unenforceable in Washington. The addendum also states that no statement, questionnaire, or acknowledgement signed by a franchisee can waive claims under Washington's franchise law or disclaim reliance on statements made by Buff City Soap. This provision supersedes any other conflicting terms in the franchise agreement.
For Buff City Soap franchisees in North Dakota and Rhode Island, the addendum stipulates that the franchisee shall pay all costs and expenses incurred by the franchisor in enforcing the agreement. The Commissioner has determined this to be unfair, unjust, and inequitable within the intent of Section 51-19-09 of the North Dakota Franchise Investment Law. The provision shall be changed to read that the prevailing party in any enforcement action is entitled to recover all costs and expenses including attorney's fees. Also, 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 Buff City Soap franchisees in South Dakota, 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.