In California, what is the consequence if a provision in the Buona Franchise Agreement is inconsistent with the law?

According to Buona's 2025 Franchise Disclosure Document, specifically the addendum for California franchisees, if any provision within the Franchise Agreement is inconsistent with California law, then the law will take precedence. This protection is explicitly stated within the context of California Business and Professions Code Sections 20000 through 20043, which address franchisee rights concerning termination, transfer, or nonrenewal of a franchise. This means that Buona franchisees in California are entitled to the full protection of California's franchise laws, regardless of what the standard franchise agreement might state.

This safeguard is crucial for prospective Buona franchisees in California because it ensures that their rights under state law are not undermined by potentially conflicting terms in the franchise agreement. California has specific franchise laws in place to protect franchisees, and this provision confirms that those laws will be upheld. For example, certain non-compete clauses or waivers of rights that might be enforceable in other states may not be valid in California, and this clause ensures that California law will govern.

Furthermore, the FDD highlights specific sections of the Franchise Agreement that are amended for California franchisees to ensure compliance with state law. These amendments cover areas such as post-termination covenants, termination conditions, and dispute resolution, reinforcing the commitment to adhere to California's franchise regulations. This proactive approach helps to mitigate potential legal disputes and provides greater clarity and security for Buona franchisees operating in California.

Prospective franchisees should carefully review the California addendum to the Franchise Agreement and consult with legal counsel to fully understand their rights and obligations under California law. This review will help ensure that they are aware of any potential conflicts between the standard agreement and California law, and that they are prepared to assert their rights if necessary.