Does the Rider to the ON SMILE LLC Area Development Agreement for Cicis franchises supersede any conflicting provisions of the Area Development 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 "our"), and , whose principal business address is ("you" or "your"). 1. BACKGROUND. We and you are parties to that certain Area Development Agreement dated, 20 (the "Area Development Agreement") that has been signed concurrently with the signing of this Rider. This Rider is annexed to and forms part of the Area Development Agreement. This Rider supersedes any inconsistent or conflicting provisions of the Area Development Agreement. Terms not otherwise defined in this Rider have the meanings as defined in the Area Development Agreement. This Rider is being signed because (a) you are a resident of the State of Maryland; or (b) the Cicis Buffet Restaurants or Cicis To Go Restaurants that you develop under your Area Development Agreement are or will be operated in the State of Maryland; or (c) the offer to sell is made in the State of Maryland; or (d) the offer to buy is accepted in the State of Maryland.
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 ON SMILE LLC Area Development Agreement is designed to take precedence over any conflicting terms within the original Area Development Agreement. This means that if there are inconsistencies between the two documents, the provisions outlined in the Rider will be the governing terms. This is particularly relevant when the franchisee is a resident of Maryland, the Cicis restaurants developed under the agreement are operated in Maryland, or the offer to sell or buy the franchise is made or accepted in Maryland.
This aspect of the Rider is crucial for prospective Cicis franchisees as it ensures that certain state-specific protections and legal considerations are prioritized. For instance, the Rider includes provisions that prevent franchisees from waiving claims under Maryland franchise law, including those related to fraud in the inducement. It also modifies the conditions for approval of transfer, ensuring that any required releases do not apply to claims arising under the Maryland Franchise Registration and Disclosure Law. These stipulations provide an added layer of security and legal recourse for franchisees operating in Maryland.
Furthermore, the Rider addresses specific sections of the Area Development Agreement, such as those concerning termination, jurisdiction, venue, and limitation of claims, to align them with Maryland law. For example, it clarifies that franchisees can bring actions in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law, and it extends the time frame for bringing such claims to within three years after the grant of the franchise. These modifications ensure that franchisees' rights are protected under state law, regardless of what the original agreement might stipulate.
In essence, the Rider acts as a safeguard, tailoring the Area Development Agreement to comply with Maryland's franchise regulations and providing franchisees with specific legal protections within the state. Prospective Cicis franchisees should carefully review the Rider in conjunction with the Area Development Agreement to fully understand their rights and obligations, particularly when operating in Maryland.