To what extent will the provisions of the Wisconsin Addendum be effective for a Carls Jr. franchise?
Carls_Jr Franchise · 2025 FDDAnswer from 2025 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.
- 4. Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Franchise Agreement.
- 5. The provisions of this Addendum will be effective only to the extent that the jurisdictional requirements of the Wisconsin Fair Dealership Law are met independently of this Addendum.
- 6. Except as expressly modified by this Addendum, the Franchise Agreement remains unmodified and in full force and effect.
Source: Item 21 — FINANCIAL STATEMENTS (FDD page 75)
What This Means (2025 FDD)
According to the 2025 Carls Jr. Franchise Disclosure Document, the Wisconsin Addendum's provisions are integral to and incorporated into the Franchise Agreement if the offer or sale of the franchise was made in Wisconsin, the franchisee is a Wisconsin resident, or the franchised restaurant will be located or operated in Wisconsin.
The Wisconsin Fair Dealership Law, Chapter 135, supersedes any conflicting provision in the Franchise Agreement. Specifically, Section 135.04 of this law mandates that franchisees receive a 90-day notice for termination, cancellation, non-renewal, or substantial changes in competitive circumstances. This notice must detail all reasons for the action and allow the franchisee 60 days to rectify any claimed deficiency, superseding the Franchise Agreement's paragraph 18 if inconsistent. If the franchisee fixes the issue within 60 days, the notice becomes void. These notice provisions do not apply in cases of insolvency, assignment for creditors' benefit, or bankruptcy. For termination due to nonpayment, the franchisee is entitled to written notice and 10 days to remedy the default.
The addendum states that its provisions are effective only if the jurisdictional requirements of the Wisconsin Fair Dealership Law are met independently. Except as expressly modified by the Addendum, the Franchise Agreement remains fully effective. Any capitalized terms not defined in the Addendum will have the meanings defined in the Franchise Agreement.