What section of the Chicken Guy Development Agreement is modified by the Addendum described in Item 17?
Chicken_Guy Franchise · 2025 FDDAnswer from 2025 FDD Document
2. The following language is added to the end of Section 4 of the Development Agreement:
Pursuant to an order by the South Dakota Securities Regulation Office, Chicken Guy has posted a surety bond in the amount of $50,000.
3. 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. This Addendum may be executed in multiple counterparts, each of which when executed and delivered shall be deemed an original and all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Addendum by facsimile and any other electronic transmission (including PDF) shall be as effective as delivery of a manually executed counterpart of this Addendum.
6. The following sentence is added to the end of Section 22.A.:
Notwithstanding the foregoing, the New York Franchises Law shall govern any claim arising under that law.
3. The following sentence is added to Section 9:
Chicken Guy will not assign its rights under this Agreement, except to an assignee who in Chicken Guy's good faith and judgment is willing and able to assume Chicken Guy's obligations under this Agreement.
4. The following sentence is added to the end of Sections 10.B.(5) and 11:
Any provision in this Agreement requiring Developer to sign a general release of claims against Chicken Guy does not release any claim Developer may have under New York General Business Law, Article 33, Sections 680-695.
5. The following sentence is added to the end of Sections 12.B.(1) and 23.E.:
Chicken Guy's right to obtain injunctive relief exists only after proper proofs are made and the appropriate authority has granted such relief.
2. Releases. 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.
3. Injunctive Relief. Section 12.B.(1)(i) is deleted and replaced with the following statement:
Developer's use or duplication of the System or any part of the System in any other business would constitute an unfair method of competition, for which Chicken Guy would be entitled to all legal and equitable remedies, including the right to seek injunctive relief.
4. Termination. The following sentence is added to the end of Section 13.A.:
With respect to franchises governed by Minnesota law, Chicken Guy will comply with Minnesota Statute § 80C.14, Subdivisions 3, 4, and 5 which require, 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. Choice of Venue. The following sentences are added to the end of Sections 22.C-D.:
Minnesota Statute § 80C.21 and Minnesota Rule 2860.4400J prohibit Chicken Guy from requiring litigation to be conducted outside Minnesota. In addition, nothing in our 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.
8. Waiver of Certain Damages and Rights. To the extent required by the North Dakota Franchise Investment Law, Section 22.G. of the Agreement is deleted.
- 9. Statute of Limitations. The following sentence is added to the end of Section 22.I:
- Notwithstanding the foregoing, the statute of limitations under North Dakota law applies with respect to claims arising under the North Dakota Franchise Investment Law.
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, Item 17 includes addenda that modify specific sections of the Development Agreement based on the franchisee's location. For franchisees in South Dakota, the addendum adds language to the end of Section 4, requiring Chicken Guy to post a $50,000 surety bond. For New York franchisees, the addendum adds a sentence to the end of Section 9, restricting Chicken Guy's ability to assign its rights, and adds a sentence to the end of Sections 10.B.(5) and 11, clarifying that general releases do not waive claims under New York law. Additionally, for New York franchisees, a sentence is added to the end of Sections 12.B.(1) and 23.E., specifying that injunctive relief is only available after proper proofs and authorization, and a sentence is added to the end of Section 22.A., stating that New York franchise law governs claims arising under that law.
For franchisees in Minnesota, the addendum adds a sentence to the end of Sections 10.B.(5) and 11, ensuring that franchisees are not required to waive liabilities imposed by Minnesota Statute. Section 12.B.(1)(i) is replaced, specifying Chicken Guy's entitlement to legal and equitable remedies, including injunctive relief, for unfair competition. A sentence is added to the end of Section 13.A., ensuring compliance with Minnesota Statute regarding termination and non-renewal notices. Sentences are added to the end of Sections 22.C-D., prohibiting litigation outside Minnesota and preserving franchisees' rights under Minnesota Statutes.
For franchisees in North Dakota, Section 22.G. is deleted, and a sentence is added to the end of Section 22.I, clarifying that the statute of limitations under North Dakota law applies to claims under the North Dakota Franchise Investment Law. These modifications ensure that the Chicken Guy franchise agreements comply with specific state laws, providing additional protections and clarifying rights for franchisees in those states.