If there is an inconsistency between the addendum and the Caring Transitions Franchise Agreement, which terms govern?
Caring_Transitions Franchise · 2025 FDDAnswer from 2025 FDD Document
apter.
In the event that either party shall make demand for arbitration, such arbitration shall be conducted in a mutually agreed upon site in accordance with Section 11 of the Commercial Arbitration Rules of the American Arbitration Association.
SOUTH DAKOTA ADDENDUM TO FRANCHISE AGREEMENT
The Franchise Agreement to which this addendum is attached is amended as follows to comply with the South Dakota Franchise Act, South Dakota Codified Laws, Title 37, Chapter 37-5B:
-
- Covenants not to compete upon termination or expiration of a franchise agreement are generally unenforceable in South Dakota, except in certain instances as provided by law.
-
- In the event that either party shall make demand for arbitration, the arbitration shall be conducted in a mutually agreed upon site in accordance with Section 11 of the Commercial Arbitration Rules of the American Arbitration Association.
-
- The law regarding franchise registration, employment, covenants not to compete, and other matters of local concern will be governed by the laws of the State of South Dakota; but as to contractual and all other matters, this Agreement and all provisions of this instrument will be and remain subject to the application, construction, enforcement, and interpretation under the governing law of the State of Ohio. Any provision in the franchise agreement restricting jurisdiction or venue to a forum outside of South Dakota or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under the South Dakota Franchise Act.
-
- To the extent this addendum is inconsistent with any terms or conditions of the Franchise Agreement or exhibits or attachments thereto, the terms of this addendum shall govern.
The parties are signing this addendum concurrently with the Franchise Agreement to which it is attached.
| FRANCHISEE(S): | FRANCHISOR: |
|---|---|
| C.T. FRANCHISING SYSTEMS, INC. | |
| Signature | By: |
| Its: | |
| Signature |
VIRGINIA
THE FOLLOWING DISCLOSURES ARE REQUIRED UNDER THE VIRGINIA RETAIL FRANCHISING ACT, AND SHALL SUPERSEDE ANY INCONSISTENT DISCLOSURES CONTAINED IN THE FRANCHISE DISCLOSURE DOCUMENT.
ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION
In addition to the other curable defaults listed in row (g) of the table in Item 17 of the franchise disclosure document, you also have 30 days to cure any failure to comply with the franchise agreement, operations manual, or operating standards.
Source: Item 22 — CONTRACTS (FDD page 49)
What This Means (2025 FDD)
According to Caring Transitions's 2025 Franchise Disclosure Document, in certain states like South Dakota, Illinois, and California, addenda are included to ensure compliance with state-specific franchise laws. These addenda address various aspects such as termination rights, non-compete clauses, dispute resolution, and waivers.
Specifically, the South Dakota Addendum states that if there is any inconsistency between the addendum and the Franchise Agreement, the terms of the addendum will govern. Similarly, the Illinois Addendum states that if there is any inconsistency between the addendum and the Franchise Agreement, the terms of the addendum control. The California Addendum addresses specific sections of the franchise agreement, noting that if any provision is inconsistent with California Business and Professions Code Sections 20000 through 20043, the law will control.
For a prospective Caring Transitions franchisee, this means that the addendum takes precedence over the standard Franchise Agreement in case of conflicting terms, particularly concerning matters governed by state law. This ensures that the franchise agreement complies with local regulations and protects the franchisee's rights under those laws. Franchisees should carefully review any addenda applicable to their state to understand how they modify the standard agreement.