What Wisconsin law supersedes any provision of the Carls Franchise Agreement that is inconsistent with it?
Carls Franchise · 2024 FDDAnswer from 2024 FDD Document
- 1. The provisions of this Addendum form an integral part of, and are incorporated into, the Franchise Agreement. This Addendum is being executed because: (A) the offer or sale of a franchise to Franchisee was made in the State of Wisconsin; (B) Franchisee is a resident of the State of Wisconsin; and/or (C) the Franchised Restaurant will be located or operated in the State of Wisconsin.
- 2. The Wisconsin Fair Dealership Law, Chapter 135, Stats., supersedes any provision of the Franchise Agreement inconsistent with that law.
- 3. The following paragraph is added to the end of Sections 2.B. and 18:
Section 135.04 of the Wisconsin Fair Dealership Law includes the requirement that, in certain circumstances, a franchisee receive 90 days' notice of termination, cancellation, non-renewal or substantial change in competitive circumstances. The notice shall state all the reasons for termination, cancellation, non-renewal or substantial change in competitive circumstances and shall provide that the franchisee has 60 days in which to rectify any claimed deficiency and shall supersede the requirements of paragraph 18 of the Franchise Agreement to the extent they may be inconsistent with the Law's requirements. If the deficiency is rectified within 60 days the notice shall be void. The above-notice provisions shall not apply if the reason for termination, cancellation or nonrenewal is insolvency, the occurrence of an assignment for the benefit of creditors or bankruptcy. If the reason for termination, cancellation, nonrenewal or substantial change in competitive circumstances is nonpayment of sums due under the Franchise Agreement, Franchisee shall be entitled to written notice of such default, and shall have 10 days in which to remedy such default from the date of delivery or posting of such notice.
Source: Item 23 — RECEIPTS (FDD pages 80–480)
What This Means (2024 FDD)
According to Carls's 2024 Franchise Disclosure Document, for franchisees in Wisconsin, the Wisconsin Fair Dealership Law, Chapter 135, Stats., takes precedence over any conflicting terms within the Franchise Agreement. This means that if any part of the Carls franchise agreement clashes with the stipulations of the Wisconsin Fair Dealership Law, the state law will be the governing standard.
Specifically, the FDD includes an addendum that integrates into the Franchise Agreement when a franchise is offered or sold in Wisconsin, the franchisee resides in Wisconsin, or the franchised restaurant is located or operated in Wisconsin. This addendum explicitly states the supremacy of the Wisconsin Fair Dealership Law.
One notable aspect of this law, as highlighted in the addendum, concerns the termination, cancellation, non-renewal, or substantial change in competitive circumstances of a franchise. In such cases, a franchisee is entitled to a 90-day notice, which details the reasons for the action and provides a 60-day window to rectify any deficiencies. This supersedes any conflicting requirements in paragraph 18 of the Franchise Agreement. However, these notice provisions do not apply in cases of insolvency, assignment for the benefit of creditors, or bankruptcy. If termination is due to nonpayment, the franchisee has a 10-day period to remedy the default after receiving written notice.