What state's law applies to the Development Agreement for Churchs Chicken?
Churchs_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
EXHIBIT O
STATE-SPECIFIC ADDENDA TO DEVELOPMENT AGREEMENT
Exhibit O-1
ADDENDUM TO THE CHURCH'S TEXAS CHICKEN DEVELOPMENT AGREEMENT REQUIRED FOR ILLINOIS FRANCHISEES
| This | Addendum to the Church's Texas Chicken Development Agreement dated ("Development Agreement") between CAJUN GLOBAL LLC, d/b/a Church's | |
|---|---|---|
| Texas Chicken | a Delaware limited liability company ("Cajun"), and , a formed in ("Developer") is entered into simultaneously with the | |
| execution | of | Development |
| the | Agreement. | |
| Development to all (C) | 1. Developer was or part of | The provisions of this Addendum form an integral part of, and are incorporated into the Agreement. This Addendum is being executed because: (A) the offer or sale of a franchise made in the State of Illinois; (B) Developer is a resident of the State of Illinois; and/or the Development Area will be located, in the State of Illinois. |
| 2. | The | |
| following | ||
| sentence | ||
| is | ||
| added | ||
| at | ||
| the | ||
| end | ||
| of | ||
| Section | ||
| 23.A. | ||
| of | ||
| the | ||
| Agreement: | ||
| Notwithstanding | ||
| the | ||
| foregoing, | ||
| Illinois | ||
| law | ||
| shall | ||
| govern | ||
| this | ||
| Agreement. | ||
| 3. | The | |
| following | ||
| sentence | ||
| is | ||
| added | ||
| to | ||
| the | ||
| end | ||
| of | ||
| Section | ||
| 23.B. | ||
| of | ||
| the | ||
| Agreement: | ||
| Section | ||
| 4 | ||
| of | ||
| the | ||
| Illinois | ||
| Franchise | ||
| Disclosure | ||
| Act | ||
| provides | ||
| that | ||
| any | ||
| provision | ||
| in | ||
| a | ||
| franchise | ||
| agreement | ||
| that | ||
| designates | ||
| jurisdiction | ||
| or | ||
| venue | ||
| in | ||
| a | ||
| forum | ||
| outside | ||
| of | ||
| Illinois | ||
| is | ||
| void | ||
| with | ||
| respect | ||
| to | ||
| any | ||
| cause | ||
| of | ||
| action | ||
| that | ||
| otherwise | ||
| is | ||
| enforceable | ||
| in | ||
| Illinois. | ||
| 4. | The | |
| following | ||
| sentence | ||
| is | ||
| added | ||
| at | ||
| the | ||
| end | ||
| of | ||
| Section | ||
| 23.C. | ||
| of | ||
| the | ||
| Agreement: | ||
| Section | ||
| 27 | ||
| of | ||
| the | ||
| Illinois | ||
| Franchise | ||
| Disclosure | ||
| Act | ||
| provides | ||
| that | ||
| causes | ||
| of | ||
| action | ||
| under | ||
| the | ||
| Act | ||
| must | ||
| be | ||
| brought | ||
| within | ||
| the | ||
| earlier | ||
| of: | ||
| 3 | ||
| years | ||
| of | ||
| the | ||
| violation, | ||
| 1 | ||
| year | ||
| after | ||
| the | ||
| franchisee | ||
| becomes | ||
| aware | ||
| of | ||
| the | ||
| underlying | ||
| facts | ||
| or | ||
| circumstances | ||
| or | ||
| 90 | ||
| days | ||
| after | ||
| delivery | ||
| to | ||
| the | ||
| franchisee | ||
| of | ||
| a | ||
| written | ||
| notice | ||
| disclosing | ||
| the | ||
| violation. | ||
| 5. | The | |
| following | ||
| sentence | ||
| is | ||
| added | ||
| to | ||
| the | ||
| end | ||
| of | ||
| Section | ||
| 25 | ||
| of | ||
| the | ||
| Agreement: | ||
| Section | ||
| 41 | ||
| of | ||
| the | ||
| Illinois | ||
| Franchise | ||
| Disclosure | ||
| Act | ||
| states | ||
| that | ||
| any | ||
| condition, | ||
| stipulation, | ||
| or | ||
| provision | ||
| purporting | ||
| to | ||
| bind | ||
| any | ||
| person | ||
| requiring | ||
| any | ||
| franchise | ||
| owner | ||
| to | ||
| waive | ||
| compliance | ||
| with | ||
| any | ||
| provision | ||
| of | ||
| this | ||
| Act | ||
| is | ||
| void. |
[SIGNATURES CONTAINED ON NEXT PAGE]
Any capitalized terms that are not defined in this Addendum shall have the meaning given
Except as expressly modified by this Addendum, the Development Agreement remains
them in the Development Agreement.
unmodified and in full force and effect.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 50–55)
What This Means (2025 FDD)
According to the 2025 Churchs Chicken Franchise Disclosure Document, the specific state law governing the Development Agreement depends on where the franchise is offered or sold, or where the developer resides or the development area is located. For instance, if the offer or sale of the franchise is made in Illinois, if the developer is a resident of Illinois, and/or if the development area will be located in Illinois, then Illinois law will govern the agreement. Similarly, if the offer or sale of a franchise was made in the State of New York; if the Developer is a resident of the State of New York; or part of the Development Area will be located in the State of New York, New York law will apply.
This means that the Development Agreement is not subject to a single, uniform state law across all franchisees. Instead, the applicable state law is determined by the franchisee's specific circumstances and location. This is a critical consideration for prospective Churchs Chicken franchisees, as the laws governing franchise agreements can vary significantly from state to state.
For example, the FDD includes state-specific addenda for California, Maryland, Illinois and New York, indicating that these states have specific regulations that impact the franchise agreement. These addenda modify certain sections of the standard agreement to ensure compliance with local laws. A prospective franchisee should carefully review the addendum (if any) for their state to understand how it modifies the standard agreement and what specific rights and obligations they have under their local state law.