Are there any exceptions to the rule that the C12 Group franchise agreement cannot be modified?
C12_Group Franchise · 2025 FDDAnswer from 2025 FDD Document
y provisions to the contrary in the Franchise Agreement are hereby deemed to be deleted.
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NORTH DAKOTA ADDENDUM TO FRANCHISE AGREEMENT
With respect to Item 17(u) of the Disclosure Document and Section XII of the Franchise Agreement, in regard to Section 51-19-09 of the North Dakota Franchise Investment Law, all arbitration or mediation must take place at a location agreeable to all parties involved and may not be remote from the franchisee's place of business.
With respect to Item 17(v) of the Disclosure Document and Section XII of the Franchise Agreement, in regard to Section 51-19-09 of the North Dakota Franchise Investment Law, franchisees are not required to consent to the jurisdiction of the courts in Texas and may fall under the jurisdiction of the courts in North Dakota.
With respect to Item 17(w) of the Disclosure Document and Section XII of the Franchise Agreement, in regard to Section 51-19-09 of the North Dakota Franchise Investment Law, the agreement shall be governed according to the laws of the State of North Dakota or a non-specified State agreed to by all parties.
North Dakota Franchise Investment Law, Section 51-19-10 prohibits a franchisee from waiving his rights to a jury trial. To the extent that this Franchise Agreement is governed by North Dakota law, any provisions to the contrary in the Franchise Agreement are hereby deemed to be deleted.
The C12 Group, LLC Print Name: Print Name: Its: Its:
WASHINGTON ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT, FRANCHISE AGREEMENT, AND RELATED AGREEMENTS
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.
RCW 19.100.180 may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.
In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.
A release or waiver of rights executed by a franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel.
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, while the franchise agreement is generally binding, there are specific addenda for certain states that introduce exceptions and modifications to the standard agreement. For franchisees in North Dakota, the addendum stipulates that any required arbitration or mediation must occur at a location agreeable to all parties and within reasonable proximity to the franchisee's business. It also states that North Dakota franchisees are not mandated to consent to the jurisdiction of Texas courts and may instead fall under the jurisdiction of North Dakota courts. Furthermore, the agreement will be governed by North Dakota law or another mutually agreed-upon state, and franchisees cannot waive their right to a jury trial.
Similarly, for franchisees in Washington, the Washington Franchise Investment Protection Act and relevant court decisions may supersede the franchise agreement, particularly in areas concerning termination and renewal. Minnesota franchisees also have specific protections. Minnesota law prohibits C12 Group from requiring litigation to occur outside of Minnesota. The franchise agreement cannot reduce any rights provided under Minnesota Statutes, Chapter 80C, including rights to procedures, forums, or remedies available under Minnesota law. C12 Group must also comply with specific Minnesota statutes regarding termination and non-renewal notices, providing franchisees with 90 days' notice for termination (with 60 days to cure) and 180 days' notice for non-renewal, except in certain specified cases. Additionally, Minnesota franchisees cannot waive their right to a jury trial or their rights to procedures, forums, or remedies provided by law.
For prospective franchisees, these addenda highlight the importance of understanding state-specific franchise laws and how they may impact the terms of the franchise agreement. The presence of these addenda suggests that C12 Group acknowledges and complies with state regulations that may provide additional protections or modify standard contractual terms. Franchisees should carefully review the addendum applicable to their state and seek legal counsel to fully understand their rights and obligations. This is a fairly common practice in franchising, as franchise law is often regulated at the state level, necessitating modifications to the standard agreement to ensure compliance.