factual

Besides written agreement, are there any exceptions to the rule that modifications to the C12 Group franchise agreement must be in writing?

C12_Group Franchise · 2025 FDD

Answer from 2025 FDD Document

This Agreement constitutes the entire agreement between Franchisee and Franchisor with respect to the subject matter hereof and supersedes any and all prior agreements and understandings with respect to the subject matter hereof verbal and/or written and shall not be modified or amended unless in writing and signed by both parties.

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 36–40)

What This Means (2025 FDD)

According to the 2025 C12 Group Franchise Disclosure Document, the franchise agreement explicitly states that any modifications or amendments must be in writing and signed by both the franchisee and C12 Group. This clause is part of the 'Entire Agreement' section, which emphasizes that the written agreement supersedes any prior verbal or written understandings. This means that a franchisee cannot rely on any verbal promises or agreements made before or during the signing of the franchise agreement unless they are formalized in writing and properly executed by both parties.

However, the FDD includes addenda for specific states like Minnesota, North Dakota, and Washington, which introduce exceptions or clarifications to the standard agreement based on state laws. For example, the Minnesota addendum states that nothing in the Franchise Disclosure Document or agreement can reduce a franchisee's rights as provided under Minnesota Statutes, Chapter 80C. Similarly, the Washington addendum indicates that the Washington Franchise Investment Protection Act may supersede the franchise agreement in areas like termination and renewal. These addenda suggest that while the agreement generally requires written modifications, state laws may impose additional requirements or override certain provisions to protect franchisees.

In practical terms, a prospective C12 Group franchisee should be aware that while the franchise agreement stipulates written modifications, state-specific franchise laws could introduce exceptions. Therefore, it is crucial to carefully review any state-specific addenda and understand how local laws might affect the enforceability of certain clauses, including the requirement for written modifications. Franchisees should consult with a legal professional to ensure full compliance with both the franchise agreement and applicable state laws.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.