What is the significance of this Rider to the Capriottis Sandwich Shop Development Rights Agreement?
Capriottis_Sandwich_Shop Franchise · 2025 FDDAnswer from 2025 FDD Document
THE FOLLOWING PAGES IN THIS EXHIBIT ARE STATE-SPECIFIC RIDERS TO THE DEVELOPMENT RIGHTS AGREEMENT
RIDER TO THE CAPRIOTTI'S SANDWICH SHOP, INC. DEVELOPMENT RIGHTS AGREEMENT FOR USE IN CALIFORNIA
CAPRIOTTI'S SANDWICH SHOP, INC.
RIDER TO THE CAPRIOTTI'S SANDWICH SHOP, INC. DEVELOPMENT RIGHTS AGREEMENT FOR USE IN NEW YORK
CAPRIOTTI'S SANDWICH SHOP, INC.
RIDER TO THE CAPRIOTTI'S SANDWICH SHOP, INC. DEVELOPMENT RIGHTS AGREEMENT FOR USE IN RHODE ISLAND
CAPRIOTTI'S SANDWICH SHOP, INC.
RIDER TO THE CAPRIOTTI'S SANDWICH SHOP, INC. DEVELOPMENT RIGHTS AGREEMENT FOR USE IN NORTH DAKOTA
IN WITNESS WHEREOF, each party has caused its duly authorized representative to sign and deliver this Rider on the date first above written.
CAPRIOTTI'S SANDWICH SHOP, INC. Name: David Bloom Title: CDO DEVELOPER: (entity)
RIDER TO THE CAPRIOTTI'S SANDWICH SHOP, INC. DEVELOPMENT RIGHTS AGREEMENT FOR USE IN MINNESOTA
CAPRIOTTI'S SANDWICH SHOP, INC.
RIDER TO THE CAPRIOTTI'S SANDWICH SHOP, INC. DEVELOPMENT RIGHTS AGREEMENT FOR USE IN HAWAII
RIDER TO THE CAPRIOTTI'S SANDWICH SHOP, INC. DEVELOPMENT RIGHTS AGREEMENT FOR USE IN MARYLAND
RIDER TO THE CAPRIOTTI'S SANDWICH SHOP, INC. DEVELOPMENT RIGHTS AGREEMENT FOR USE IN ILLINOIS
| This Rider (the "Rider") is made this, 20, by and between CAPRIOTTI'S SANDWICH SHOP, INC., a Nevada corporation having its principal place of business at 6056 South Durango Drive, Suite 100, Las Vegas, Nevada 89113 ("we," "us," or "our"), and, a having its principal place of business at ("you" or "your"). | ||||
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| 1. | BACKGROUND. We and you are parties to that certain Development Rights Agreement dated, 20 (the "Development Rights Agreement"). We and you (or your affiliate) also are parties to that certain Franchise Agreement dated , 20 (the "Franchise Agreement") that is being signed | |||
| operated in Virginia. | concurrently with the Development Rights Agreement. This Rider is annexed to and forms part of the Development Rights Agreement. This Rider is being signed because the CAPRIOTTI'S Restaurants that you will develop under the Development Rights Agreement will be located or |
| This Rider (the "Rider") is made this, 20, by and between CAPRIOTTI'S SANDWICH SHOP, INC., a Nevada corporation having its principal place of business at 6056 South Durango Drive, Suite 100, Las Vegas, Nevada 89113 ("we," "us," or "our"), and, a having its principal place of business at ("you" or "your"). |
|---|
| 1. |
| BACKGROUND. We and you are parties to that certain Development Rights |
| Agreement dated, 20 (the "Development Rights Agreement"). |
| We and you (or your affiliate) also are parties to that certain Franchise Agreement dated |
| , 20 (the "Franchise Agreement") that is being signed |
| concurrently with the Development Rights Agreement. This Rider is annexed to and forms part of |
| the Development Rights Agreement. This Rider is being signed because (a) you are domiciled in |
| Rhode Island and the CAPRIOTTI'S Restaurants that you will develop and operate under the |
| Development Rights Agreement will be located in Rhode Island, and/or (b) any of the franchise |
| offer or sales activity occurred in Rhode Island. |
| 2. |
| GOVERNING LAW. The following language is added to the end of Section 21 of |
| the Franchise Agreement, as incorporated by reference in Section 11 of the Development Rights |
| Agreement: |
| Except to the extent governed by the United States Trademark Act of 1946 |
| (Lanham act, 15 U.S.C. sections 1051 et seq.) or other federal law, this Agreement |
| and all claims arising from the relationship between us and you will be governed |
| by the laws of the state of Nevada, without regard to its conflict of laws principles, |
| except that: (1) any Nevada law regulating franchise offers and sales or governing |
| the franchisor-franchisee relationship will not apply unless its jurisdictional |
| requirements are met independently without reference to this section; and (2) to the |
| extent required by applicable law, Rhode Island law will apply to claims arising |
| under the Rhode Island Franchise Investment Act. |
| 3. |
| CONSENT TO JURISDICTION. The following language is added to the end of |
| Section 27 of the Franchise Agreement, as incorporated by reference in Section 11 of the |
| Development Rights Agreement: |
| Nonetheless, subject to your arbitration obligations, you have the right under the |
| Rhode Island Franchise Investment Act to sue in Rhode Island for claims arising |
| under that law. |
IN WITNESS WHEREOF, each party has caused its duly authorized representative to sign and deliver this Rider on the date first above written.
CAPRIOTTI'S SANDWICH SHOP, INC. Name: David Bloom Title: CDO
RIDER TO THE CAPRIOTTI'S SANDWICH SHOP, INC. FRANCHISE AGREEMENT FOR USE IN VIRGINIA
RIDER TO THE CAPRIOTTI'S SANDWICH SHOP, INC. FRANCHISE AGREEMENT FOR USE IN HAWAII
RIDER TO THE CAPRIOTTI'S SANDWICH SHOP, INC. DEVELOPMENT RIGHTS AGREEMENT FOR USE IN MARYLAND
Despite anything to the contrary stated above, Maryland law will apply to claims arising under the Maryland Franchise Registration and Disclosure Law.
- NON-WAIVER. The following language is added to the end of Section 33 of the Franchise Agreement, as incorporated by reference in Section 11 of the Development Rights Agreement:
Such representations are not intended to nor shall they act as a release, estoppel, or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.
- CONSENT TO JURISDICTION. The following language is added to the end of Section 27 of the Franchise Agreement, as incorporated by reference in Section 11 of the Development Rights Agreement:
However, subject to your arbitration obligations, nothing in this Section affects your right under the Maryland Franchise Registration and Disclosure Law to bring a lawsuit in Maryland for claims arising under that law.
Source: Item 23 — RECEIPTS (FDD pages 73–303)
What This Means (2025 FDD)
According to the 2025 Capriottis Sandwich Shop FDD, the Rider to the Development Rights Agreement tailors the agreement to specific states. These riders address state-specific legal requirements and modifications to the standard Development Rights Agreement. For instance, there are Riders for California, Virginia, New York, Rhode Island, North Dakota, Minnesota, Maryland, Illinois, and Hawaii.
The Rider modifies the Development Rights Agreement to comply with state laws. For example, the Rider for Rhode Island changes the governing law and consent to jurisdiction sections of the Franchise Agreement to ensure compliance with the Rhode Island Franchise Investment Act. Similarly, the Rider for Maryland specifies that Maryland law will apply to claims arising under the Maryland Franchise Registration and Disclosure Law, overriding any conflicting provisions in the standard agreement.
For a prospective Capriottis Sandwich Shop franchisee, it's crucial to carefully review the Rider applicable to their state. These Riders can alter the franchisee's rights and obligations, particularly concerning legal recourse and compliance with local franchise laws. The presence of these state-specific Riders highlights the importance of seeking legal counsel to fully understand the implications of the Development Rights Agreement in the franchisee's specific state.