Does the Chicken Guy Addendum supersede other terms in documents related to the franchise?
Chicken_Guy Franchise · 2025 FDDAnswer from 2025 FDD Document
No statement, questionnaire, or acknowledgment 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.
8. Miscellaneous. Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Development Agreement. Except as expressly modified by this Addendum, the Development Agreement remains unmodified and in full force and effect.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 40–46)
What This Means (2025 FDD)
According to the 2025 Chicken Guy FDD, the addendum includes provisions that supersede other terms in documents related to the franchise agreement. Specifically, any statement, questionnaire, or acknowledgment signed by a franchisee at the start of the franchise relationship cannot waive claims under state franchise law, including fraud, or disclaim reliance on statements made by Chicken Guy or its representatives. This specific provision overrides any conflicting terms in other documents. This protection is included in addenda for California, Illinois, Maryland, Minnesota and New York.
This means that even if a franchisee signs a document that appears to waive certain rights or claims, the addendum ensures that these waivers are not enforceable, particularly concerning state franchise law and reliance on franchisor statements. This is a significant protection for franchisees, as it prevents them from inadvertently giving up important legal rights through standard paperwork.
However, it's important to note that the addendum only supersedes terms as expressly modified. The FDD states that except as expressly modified by the addendum, the Franchise Agreement remains unmodified and in full force and effect. This means that the original franchise agreement remains the primary document governing the relationship, and only specific conflicting terms are overridden by the addendum. Franchisees should carefully review both the franchise agreement and the addendum to understand their rights and obligations fully.
Furthermore, the addendum specifies that any capitalized terms not defined within the addendum itself will have the meaning given to them in the Franchise Agreement. This reinforces the idea that the Franchise Agreement is the primary document for defining key terms and concepts, with the addendum serving to modify or clarify specific aspects. This also applies to the Development Agreement for New York developers.