What effect does the Rider have on inconsistent or conflicting provisions within the Cicis Franchise Agreement?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
| THIS RIDER is made and entered into by and between ON SMILE LLC, a Delaware | |||||||
|---|---|---|---|---|---|---|---|
| limited liability company with its principal business address at 13355 Noel Road, Suite 1645, | |||||||
| Dallas, | TX | 75240 , | ("we," | "us," | or whose | "our"), principal | and business |
| address is | ("you" or "your"). | ||||||
| 1. | BACKGROUND. We and you are parties to that certain Franchise Agreement dated, 20 (the "Franchise Agreement") that has been signed concurrently with the signing of this Rider. Franchise Agreement. This Rider is annexed to and forms part of the Franchise Agreement. This Rider supersedes any inconsistent or conflicting provisions of the Franchise Agreement. This Rider is being signed because (a) you are domiciled in the State of Illinois, or (b) the offer of the franchise is made or accepted in the State of Illinois and the Cicis Buffet Restaurants or Cicis To Go Restaurants that you develop under your Franchise Agreement is or will be operated in the State | This Rider is annexed to and forms part of the |
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 58–64)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, the Rider to the Franchise Agreement is designed to take precedence over any conflicting terms within the original agreement. Specifically, the Rider is annexed to and forms part of the Franchise Agreement, and it explicitly states that it supersedes any inconsistent or conflicting provisions. This ensures that the terms of the Rider are upheld in situations where there might be discrepancies between the two documents.
This aspect is particularly relevant for prospective franchisees as it provides clarity on which terms govern the franchise relationship. The Rider is signed because the franchisee is a resident of a specific state like Maryland or Illinois, or the franchise offer is made or accepted in such a state, and the Cicis restaurants developed under the agreement are or will be operated in that state. This suggests that the Rider often addresses state-specific legal requirements or protections for franchisees.
For example, the Maryland Rider includes provisions related to claims arising under the Maryland Franchise Registration and Disclosure Law, ensuring that franchisees do not waive these rights. Similarly, the Virginia Rider addresses issues such as unlawful cancellation of a franchise without reasonable cause, as defined under the Virginia Retail Franchising Act. These state-specific clauses highlight the importance of the Rider in tailoring the franchise agreement to comply with local regulations and protect the franchisee's interests within that jurisdiction.
In practical terms, a Cicis franchisee should carefully review the Rider applicable to their state in conjunction with the Franchise Agreement to fully understand their rights and obligations. If there are any inconsistencies, the Rider's terms will prevail, offering an added layer of legal certainty and protection. This also means that franchisees operating in different states may have slightly different terms governing their franchise, depending on the specifics of their state's Rider.