For Cicis franchisees, which state franchise laws might necessitate the additional disclosures provided for ON SMILE LLC in the Franchise Disclosure Document?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
The following are additional disclosures for the Franchise Disclosure Document of ON SMILE LLC required by various state franchise laws. Each provision of these additional disclosures will only apply to you if the applicable state franchise registration and disclosure law applies to you.
FOR THE FOLLOWING STATES: CALIFORNIA, HAWAII, ILLINOIS, INDIANA, MARYLAND, MICHIGAN, MINNESOTA, NEW YORK, NORTH DAKOTA, RHODE ISLAND, SOUTH DAKOTA, VIRGINIA, OR WISCONSIN.
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.
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 58–64)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, several states have franchise laws that require additional disclosures for ON SMILE LLC. These states include California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, and Wisconsin. For franchisees in these states, certain standard clauses within the franchise agreement, such as those that might waive claims under state franchise law or disclaim reliance on franchisor statements, are superseded by the additional state-specific disclosures.
For example, the FDD includes a rider to the Area Development Agreement specifically for use in Maryland. This rider applies if the franchisee is a resident of Maryland, if the Cicis restaurants developed under the agreement will operate in Maryland, or if the offer to sell or buy the franchise is made or accepted in Maryland. This Maryland rider clarifies that any release required as a condition of assignment or transfer will not apply to claims arising under the Maryland Franchise Registration and Disclosure Law. Additionally, franchisees may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law within 3 years after the grant of the franchise.
Similarly, for Virginia, the FDD states that it is unlawful for Cicis to cancel a franchise without reasonable cause, as defined in the Virginia Retail Franchising Act. It is also unlawful for Cicis to use undue influence to induce a franchisee to surrender any right given under the franchise. These provisions ensure that franchisees in these states receive additional protection under their respective state laws, preventing certain waivers or disclaimers that might otherwise be enforced.
These state-specific disclosures and riders are crucial for prospective Cicis franchisees to understand, as they modify the standard franchise agreement to comply with local regulations and provide additional rights and protections. Franchisees should carefully review these disclosures with legal counsel to fully understand their implications and how they affect their franchise agreement within their specific state.