Does the C12 Group franchise agreement allow for implied waivers of its provisions?
C12_Group Franchise · 2025 FDDAnswer from 2025 FDD Document
e Registration and Disclosure Law.
Any claim arising under the Maryland Franchise Registration and Disclosure Law must be brought within three (3) years after the grant of the franchise.
No statement, questionnaire, or acknowledgment 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.
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MINNESOTA ADDENDUM TO THE FRANCHISE AGREEMENT
Minn. Stat. §80C.21 and Minn. Rule 2860.4400J prohibit C12 from requiring litigation to be conducted outside Minnesota. In addition, nothing in the Franchise Disclosure Document or agreement can abrogate or reduce any of Your rights as provided for in Minnesota Statutes, Chapter 80C, or Your rights to any procedure, forum, or remedies provided for by the laws or the jurisdiction.
With respect to franchises governed by Minnesota law, C12 will comply with Minn. Stat. Sec. 80C.14, Subds. 3, 4 and 5 which require, except in certain specified cases, that a franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice for non-renewal of the franchise agreement. Minn. Rule Part 2860.4400J prohibits a franchisee from waiving his rights to a jury trial or waiving his rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction, or consenting to liquidated damages, termination penalties or judgment notes.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to the 2025 C12 Group Franchise Disclosure Document, the franchise agreement does not allow for implied waivers of its provisions, particularly concerning state franchise laws. Specifically, in Maryland, no statement signed by a franchisee can waive claims under applicable state franchise law, including fraud in the inducement, or disclaim reliance on statements made by C12 Group or its representatives. This provision overrides any conflicting terms in the franchise agreement.
For franchisees in Minnesota, the addendum to the franchise agreement states that nothing in the Franchise Disclosure Document or agreement can reduce any of the franchisee's rights as provided for in Minnesota Statutes, Chapter 80C, or their rights to any procedure, forum, or remedies provided by the laws of the jurisdiction. The Minnesota addendum specifically prohibits a franchisee from waiving their right to a jury trial or their rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction, or consenting to liquidated damages, termination penalties or judgment notes. Any provisions in the Franchise Agreement that conflict with Minnesota law are deemed deleted.
Similarly, in North Dakota, the Franchise Investment Law prohibits a franchisee from waiving their right to a jury trial. To the extent that the Franchise Agreement is governed by North Dakota law, any provisions to the contrary in the Franchise Agreement are considered deleted. Furthermore, the Washington Addendum specifies that the Washington Franchise Investment Protection Act may supersede the franchise agreement, particularly in areas of termination and renewal. Additionally, court decisions may also supersede the franchise agreement in these areas.
These stipulations ensure that franchisees retain their legal rights and protections under state laws, preventing C12 Group from enforcing terms that might otherwise limit those rights. Prospective franchisees should carefully review the addenda specific to their state and consult with legal counsel to fully understand their rights and obligations under the franchise agreement and applicable state laws.