Which sections of the Carls Franchise Agreement are modified by the addition of a sentence as described in this Addendum?
Carls Franchise · 2024 FDDAnswer from 2024 FDD Document
- 2. The following sentence is added to the end of Sections 10.B.(5) and 11:
Notwithstanding the foregoing, Developer will not be required to assent to a release, assignment, novation, or waiver that would relieve any person from liability imposed by Minnesota Statute §§ 80C.01 - 80C.22.
4. The following sentence is added to the end of Section 13.A.:
With respect to franchises governed by Minnesota law, CJR will comply with Minnesota Statute § 80C.14, Subdivision 3, 4, and 5, which requires, except in certain 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 agreements.
5. The following sentences are added to the end of Sections 22.A.-B.:
Minnesota Statute § 80C.21 and Minnesota Rule 2860.4400J prohibit CJR from requiring litigation to be conducted outside Minnesota. In addition, nothing in the disclosure document or agreements can abrogate or reduce any of Developer's rights as provided for in Minnesota Statutes, Chapter 80C, or Developer's rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction.
6. The following sentences are added to the end of Sections 27.A.-B.:
Minnesota Statute § 80C.21 and Minnesota Rule 2860.4400J prohibit CJR from requiring litigation to be conducted outside Minnesota. In addition, nothing in the disclosure document or agreements can abrogate or reduce any of Franchisee's rights as provided for in Minnesota Statutes, Chapter 80C, or Franchisee's rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction.
- 2. The following sentence is added to the end of Sections 2.B.(2)(e), 15.B.(5) and 16:
Notwithstanding the foregoing, Franchisee will not be required to assent to a release, assignment, novation, or waiver that would relieve any person from liability imposed by Minnesota Statute §§ 80C.01 - 80C.22.
3. The following sentence is added to the end of Sections 2.B. and 18:
With respect to franchises governed by Minnesota law, CJR will comply with Minnesota Statute § 80C.14, Subdivision 3, 4, and 5, which requires, except in certain cases, that a franchisee be given 90 days notice of termination (with 60 days to cure) and 180 days notice for non-renewal of franchise agreements.
4. The following sentence is added at the end of Section 11:
Notwithstanding the foregoing, CJR will indemnify Franchisee against liability to a third party resulting from claims that Franchisee's use of a Proprietary Mark infringes trademark rights of a third party; provided, that CJR will not indemnify against the consequences of Franchisee's use of the Proprietary Marks unless the use is in accordance with the requirements of this Agreement and the System.
8. Section 21 is amended by adding the following sentence:
Without limiting the generality of the foregoing release, Franchisee, all individuals who execute this Agreement and all guarantors of Franchisee's obligations under this Agreement acknowledge and agree that the foregoing release includes, without limitation, a release of all claims arising out of or related to the Prior Agreement.
Source: Item 23 — RECEIPTS (FDD pages 80–480)
What This Means (2024 FDD)
According to the 2024 FDD, an addendum to the Carls Franchise Agreement modifies specific sections by adding sentences to them. For Minnesota franchisees, a sentence is added to the end of Sections 2.B.(2)(e), 15.B.(5) and 16. This sentence ensures that the franchisee is not required to agree to any release, assignment, novation, or waiver that would relieve any person from liability imposed by Minnesota Statute §§ 80C.01 - 80C.22. Additionally, for Minnesota franchisees, a sentence is added to the end of Sections 2.B. and 18, stating that Carls will comply with Minnesota Statute § 80C.14, Subdivision 3, 4, and 5, which generally requires that a franchisee be given 90 days notice of termination (with 60 days to cure) and 180 days notice for non-renewal of franchise agreements.
Furthermore, another addendum adds a sentence to the end of Section 11, stipulating that Carls will indemnify the franchisee against liability to a third party resulting from claims that the franchisee's use of a Proprietary Mark infringes trademark rights of a third party. However, this indemnification is conditional, applying only if the franchisee's use of the Proprietary Marks is in accordance with the requirements of the Franchise Agreement and the System.
For developers in Minnesota, the following sentence is added to the end of Sections 10.B.(5) and 11: "Notwithstanding the foregoing, Developer will not be required to assent to a release, assignment, novation, or waiver that would relieve any person from liability imposed by Minnesota Statute §§ 80C.01 - 80C.22." Also for developers in Minnesota, the following sentence is added to the end of Section 13.A.: "With respect to franchises governed by Minnesota law, CJR will comply with Minnesota Statute § 80C.14, Subdivision 3, 4, and 5, which requires, except in certain 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 agreements."
For franchisees in Minnesota, the following sentences are added to the end of Sections 22.A.-B.: "Minnesota Statute § 80C.21 and Minnesota Rule 2860.4400J prohibit CJR from requiring litigation to be conducted outside Minnesota. In addition, nothing in the disclosure document or agreements can abrogate or reduce any of Developer's rights as provided for in Minnesota Statutes, Chapter 80C, or Developer's rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction." Also for franchisees in Minnesota, the following sentences are added to the end of Sections 27.A.-B.: "Minnesota Statute § 80C.21 and Minnesota Rule 2860.4400J prohibit CJR from requiring litigation to be conducted outside Minnesota. In addition, nothing in the disclosure document or agreements can abrogate or reduce any of Franchisee's rights as provided for in Minnesota Statutes, Chapter 80C, or Franchisee's rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction."
Finally, Section 21 is amended by adding the following sentence: "Without limiting the generality of the foregoing release, Franchisee, all individuals who execute this Agreement and all guarantors of Franchisee's obligations under this Agreement acknowledge and agree that the foregoing release includes, without limitation, a release of all claims arising out of or related to the Prior Agreement."