factual

In the Christian Brothers Automotive FDD, what is the effect of the 'Amendment' on the Disclosure Document and the 'Agreement'?

Christian_Brothers_Automotive Franchise · 2025 FDD

Answer from 2025 FDD Document

NDIANA

The Christian Brothers Automotive Corporation Disclosure Document (the "Disclosure Document") and Franchise Agreement ("Franchisee") and Christian Brothers Automotive Corporation, a Texas corporation ("CBAC"), dated, 20 (the "Agreement") shall be amended by the addition of the following language, which shall be considered an integral part of the Disclosure Document and Agreement (this "Amendment"):

INDIANA LAW MODIFICATIONS

    1. Indiana Secretary of State requires that certain provisions contained in franchise documents be amended to be consistent with Indiana law, including the Indiana Franchise Law, Indiana Code, Title 23, Article 2, Chapter 2.5, Section 1 – 51 and Chapter 2.7, 1 – 7 (the "Act"). To the extent that the Disclosure Document and/or Agreement contains provisions that are inconsistent with the following, such provisions are hereby amended:
  • a. The Agreement requires the Franchisee to execute a release of claims or to acknowledge facts that would negate or remove from judicial review any statement, misrepresentation or action of the CBAC that would violate the Act, or a rule or order under the Act. Such release shall exclude claims arising under the Act, and such acknowledgments shall be void with respect to claims under the Act.
  • b. The Agreement requires litigation to be conducted in a forum other than the State of Indiana. This requirement shall not be interpreted to limit any rights that Franchisee may have under the Act to bring suit in the state of Indiana.
  • c. The Franchise Agreement requires prospective Franchisees to disclaim the occurrence and/or acknowledge the non-occurrence of acts that would constitute a violation of the Franchise Law in order to purchase our franchise. Such representations are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Act.
  • d. Any claims arising under the Act must be brought before the expiration of 3 years after the discovery by the plaintiff of the facts constituting the violation.
  • e. The Agreement contains certain provisions regarding termination and non-renewal of franchise and notice and opportunity to cure. To the extent any provision of this Agreement and/or the Disclosure Document are inconsistent with Chapter 2.7, Section 1 – 3 of the Act, those provisions of the Agreement and/or Disclosure Document are hereby amended accordingly.
  • f. Exhibit G of the Agreement, titled "Franchisee Disclosure Acknowledgment Statement," is hereby deleted and shall have no force or effect.
  1. jurisdictional requirements are not met. Each provision of this Amendment shall be effective only to the extent that the jurisdictional requirements of the Act, with respect to each such provision, are met independent of this Amendment. This Amendment shall have no force or effect if such , 20 IN WITNESS WHEREOF, the parties hereto have fully executed, sealed and delivered this Amendment to the Disclosure Document and Franchise Agreement on the day of CHRISTIAN BROTHERS AUTOMOTIVE CORPORATION a Texas corporation

AMENDMENT TO CHRISTIAN BROTHERS AUTOMOTIVE CORPORATION DISCLOSURE DOCUMENT AND FRANCHISE AGREEMENT FOR THE STATE OF MARYLAND

Document") and Franchise Agreement between ("Franchisee") and Christian Brothers Automotive Corporation, a Texas corporation ("CBAC"), dated, 20 (the "Agreement") shall be amended by the addition of the following language, which shall be considered an integral part of the Disclosure Document and
Agreement (this "Amendment"):

MARYLAND LAW MODIFICATIONS

    1. The Maryland Office of the Attorney General requires that certain provisions contained in franchise documents be amended to be consistent with the Maryland Franchise Registration and Disclosure Law, MD. BUS. REG. CODE ANN. §14-201 et. seq. (2010 Repl. Vol. and Supp. 2012). To the extent that the Disclosure Document and/or Agreement contain provisions that are inconsistent with the following, such provisions are hereby amended.
    1. Releases. Item 17.c. and 17.m. of the Disclosure Document are amended as follows:

The general release language required as a condition of renewal, sale and/or assignment or transfer shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.

The following language is added to the end of Sections 3.05(c) and 13.02(h) of the Agreement:

However, such general release will not apply to any liability under the Maryland Franchise Registration and Disclosure Law.

  1. Insolvency. Item 17.h. of the Disclosure Document is amended as follows:

The provision in the Franchise Agreement which provides for termination upon bankruptcy of the franchisee may not be enforceable under federal bankruptcy law (11 U.S.C. Section 101 et seq.)

The following language is added to the end of Section 14.02(a) of the Agreement:

; termination upon insolvency might not be enforceable under federal bankruptcy law (11 U.S.C. Sections 101 et seq.), but Franchisee and CBAC agree to enforce this provision to the maximum extent the law allows.

  1. Consent to Jurisdiction. Item 17.v. of the Disclosure Document is amended as follows:

A franchisee may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.

The following language is added to the end of Section 24.01(d) of the Agreement:

However, Franchisee may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.

  1. Acknowledgements. The following language is added as a new Section 22.01(i) of the Agreement:

All representations requiring prospective franchisees to assent to a release, estoppel or waiver of liability are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.

The following language is added as a new Section 18 of Exhibit D (Store In Distress Support Program Agreement) of the Agreement:

All representations requiring prospective franchisees to assent to a release, estoppel or waiver of liability are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.

6. Franchisee Disclosure Acknowledgment Statement.

The following language is added to amend the Disclosure Document and the Agreement:

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.

    1. Agreement; Section 22. Section 22 of the Agreement is hereby deleted.
    1. Each provision of this Amendment shall be effective only to the extent that the jurisdictional requirements of the Act, with respect to each such provision, are met independent of this Amendment. This Amendment shall have no force or effect if such jurisdictional requirements are not met.

[SIGNATURE PAGE FOLLOWS]

20 IN WITNESS WHEREOF, the parties hereto have fully executed, sealed and delivered this Amendment to the Disclosure Document and Agreement on the day of, CHRISTIAN BROTHERS AUTOMOTIVE CORPORATION a Texas corporation

AMENDMENT TO CHRISTIAN BROTHERS AUTOMOTIVE CORPORATION DISCLOSURE DOCUMENT AND FRANCHISE AGREEMENT FOR THE STATE OF MINNESOTA

The Christian Brothers Automotive Corporation Disclosure Document (the "Disclosure Document") Agreement between and Franchise ("Franchisee") and Christian Brothers Automotive Corporation, a Texas corporation ("CBAC"), dated, 20 (the "Agreement") shall be amended by the addition of the following language, which shall be considered an integral part of the Disclosure Document and Agreement (this "Amendment"):

MINNESOTA LAW MODIFICATIONS

Source: Item 22 — CONTRACTS (FDD page 76)

What This Means (2025 FDD)

According to the 2025 Christian Brothers Automotive Franchise Disclosure Document, the 'Amendment' serves to modify the original Disclosure Document and Franchise Agreement to ensure compliance with state-specific franchise laws. These modifications are considered an integral part of both documents. The FDD includes amendments tailored for several states, including New York, Indiana, Minnesota, Maryland, Illinois, and Virginia, indicating that the specific changes will vary depending on the state in which the franchise is located.

For example, the amendment for Maryland states that representations requiring prospective franchisees to assent to a release, estoppel, or waiver of liability do not act as a release, estoppel, or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law. Additionally, Section 22 of the Agreement is deleted in its entirety. Similarly, the Virginia amendment addresses various points of potential conflict with the Virginia Retail Franchising Act, such as releases of claims, choice of jurisdiction, and provisions regarding termination and nonrenewal. These amendments ensure that the Christian Brothers Automotive franchise agreement aligns with the legal requirements of each specific state.

It's important to note that each provision of an amendment is effective only if the jurisdictional requirements of the relevant state law are met independently of the amendment. If these requirements are not met, the amendment has no force or effect. Christian Brothers Automotive reserves the right to challenge the enforceability of any state law that declares a provision in the Agreement void or unenforceable. However, all other provisions of the original Agreement remain in full force and are ratified and confirmed by the amendment.

Prospective Christian Brothers Automotive franchisees should carefully review the amendment specific to their state, along with the original Disclosure Document and Franchise Agreement, to fully understand their rights and obligations. Consulting with an attorney experienced in franchise law is advisable to ensure a complete understanding of the legal implications.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.