To what extent is each provision of the Casiola Franchise Agreement amendment effective?
Casiola Franchise · 2024 FDDAnswer from 2024 FDD Document
Sub-article 15.B.(8), under the Article section titled "Conditions for Renewal," is supplemented by the addition of the following:
- ; provided, however, that all rights enjoyed by Franchisee and any causes of action arising in Franchisee's favor from the provisions of the Hawaii Franchise Investment Law, shall remain in force; it being the intent of this provision that the non-waiver provisions of the Hawaii Franchise Investment Law be satisfied; and
The Hawaii Franchise Investment Law provides rights to the franchisee concerning non-renewal, termination and transfer of the Franchise Agreement. If this subarticle contains a provision that is inconsistent with the Hawaii Franchise Investment Law, the Hawaii Franchise Investment Law will control.
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- Each provision of this amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Hawaii Franchise Investment Law are met independently without reference to this amendment.
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- No statement, questionnaire or acknowledgement signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of: (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties have duly executed and delivered this Hawaii State amendment to Casiola Franchise LLC Franchise Agreement on the same date as the Franchise Agreement was executed.
| Franchisor: Casiola Franchise LLC | Franchisee: | |
|---|---|---|
| By: | Signature | |
| Signature | ||
| Name and Title (please print) | Name (please print) | |
| Dated | Dated |
ILLINOIS FRANCHISE AGREEMENT AMENDMENT
Amendments to the Casiola Franchise Agreement:
In recognition of the requirements of the Illinois Franchise Disclosure Act, 815 ILCS 705/1 to 705/45, and Ill. Admin. Code tit. 15, §200.100 et seq., the undersigned agree to the following modifications to Casiola Franchise LLC Franchise Agreement (the "Franchise Agreement") and, if Franchisor and Franchisee both sign Casiola Franchise LLC, as follows:
- Article 18.F. of the Franchise Agreement, under the heading "Governing Law", shall be amended by the addition of the following statement added after the end of the last sentence of Article 18.F. of the Franchise Agreement:
Illinois Addendum: Illinois law governs the agreements between the parties to this franchise.
Section 4 of the Illinois Franchise Disclosure Act Provides that any provision in a Franchise Agreement that designates jurisdiction or venue outside the State of Illinois is void. However, a Franchise Agreement may provide for arbitration in a venue outside Illinois.
Your rights upon termination and non-renewal of a Franchise Agreement are set forth in Sections 19 and 20 of the Illinois Franchise Disclosure Act.
Section 41 of the Illinois Franchise Disclosure Act Provides that any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act, or any other law of Illinois is void.
- Article 18.G. of the Franchise Agreement, under the heading "Choice of Law, Non-Binding Mediation, Binding Arbitration, and Consent to Jurisdiction", shall be amended by the addition of the following statement added after the end of the last sentence of Article 18.G. of the Franchise Agreement:
Illinois Addendum: Illinois law governs the agreements between the parties to this franchise.
Section 4 of the Illinois Franchise Disclosure Act Provides that any provision in a Franchise Agreement that designates jurisdiction or venue outside the State of Illinois is void. However, a Franchise Agreement may provide for arbitration in a venue outside Illinois.
Your rights upon termination and non-renewal of a Franchise Agreement are set forth in Sections 19 and 20 of the Illinois Franchise Disclosure Act.
Section 41 of the Illinois Franchise Disclosure Act Provides that any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act, or any other law of Illinois is void.
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- Each provision of this amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Illinois Franchise Disclosure Act (815 ILCS 705/1 to 705/45) are met independently without reference to this amendment.
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- No statement, questionnaire or acknowledgement signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of: (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any
statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Illinois amendment to Casiola Franchise LLC Franchise Agreement on the same date as the Franchise Agreement was executed.
| Franchisor: Casiola Franchise LLC | Franchisee: | |
|---|---|---|
| By: | Signature | |
| Signature | ||
| Name and Title (please print) | Name (please print) | |
| Dated | Dated |
MARYLAND FRANCHISE AGREEMENT AMENDMENT
Amendments to the Casiola Franchise Agreement:
In recognition of the requirements of the Maryland Franchise Registration and Disclosure Law, the parties to the attached Casiola Franchise LLC Franchise Agreement (the "Franchise Agreement"), as follows:
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- The franchise agreement provides that disputes are resolved through arbitration. A Maryland franchise regulation states that it is an unfair or deceptive practice to require a franchisee to waive its right to file a lawsuit in Maryland claiming a violation of the Maryland Franchise Law. In light of the Federal Arbitration Act, there is some dispute as to whether this forum selection requirement is legally enforceable.
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- The general release required as a condition of renewal, sale, and/or assignment/transfer shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
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- Article 18.G.
Source: Item 23 — RECEIPTS (FDD pages 47–209)
What This Means (2024 FDD)
According to Casiola's 2024 Franchise Disclosure Document, the effectiveness of each provision within the franchise agreement amendment is contingent upon meeting the jurisdictional requirements of specific state laws, independently of the amendment itself. For franchisees in Hawaii, if any part of the agreement clashes with the Hawaii Franchise Investment Law, the state law takes precedence. Similarly, in Washington, the Washington Franchise Investment Protection Act will prevail if there are conflicting laws.
For North Dakota franchisees, several articles of the Franchise Agreement are amended to comply with the North Dakota Franchise Investment Law. These amendments address issues such as the enforceability of general releases upon renewal, consent to termination or liquidated damages, covenants not to compete, consent to jurisdiction of courts outside North Dakota, the application of North Dakota law, and waivers of trial by jury, exemplary, and punitive damages. These provisions are not enforceable for North Dakota franchisees under specific sections of the North Dakota Franchise Investment Law.
In New York, the amendment ensures that no statement or acknowledgement signed by the franchisee waives rights under New York General Business Law, including claims of fraud. The amendment is effective only if the jurisdictional requirements of the New York General Business Law are met independently. Casiola is required to provide a New York prospectus to prospective franchisees protected by the New York General Business Law. For Minnesota franchisees, the amendment ensures that all rights and causes of action arising from the Minnesota Franchise Act remain in force, and franchisees are entitled to 180 days' notice of nonrenewal in certain cases, as per Minnesota law.
These amendments collectively aim to protect franchisees' rights by ensuring compliance with state-specific franchise laws, preventing unintentional waivers of rights, and clarifying the governing laws and jurisdictions. Prospective franchisees should carefully review the specific amendment for their state and understand how it modifies the original franchise agreement to align with local regulations.