factual

For Circle K franchises sold in Rhode Island, what is the purpose of the Addendum to the Franchise Agreement?

Circle_K Franchise · 2025 FDD

Answer from 2025 FDD Document

ation applies to franchises and franchisees subject to Rhode Island statutes and regulations. Item numbers correspond to those in the main body.

1. Item 17.

Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "[a] provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act."

ADDENDUM TO FRANCHISE AGREEMENT FOR THE STATE OF RHODE ISLAND

This Addendum will apply to franchises sold in the state of Rhode Island and will be for the purpose of complying with Rhode Island statutes and regulations. Notwithstanding anything which may be contained in the body of the Franchise Agreement to the contrary, the Agreement will be amended to include the following:

    1. Article 20.5 is hereby deleted in its entirety and the following is substituted in its place:
  • 20.5 Governing Law. Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. § 1051 et seq.), and the Federal Arbitration Act (9 U.S.C. § 1, et seq.), or matters arising under the Rhode Island Franchise Investment Act which shall be governed thereby, this Agreement and the relationship between the Franchisor and Franchisee will be governed by the laws of the state of Arizona.
    1. In all other respects, the Franchise Agreement will be construed and enforced according to its terms.

Franchisor: TMC Franchise Corporation

ADDENDUM TO FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF WASHINGTON

In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.

RCW 19.100.180 may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.

In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington. A release or waiver of rights executed by a franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.

Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.

Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a franchisee, unless the employee's earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation).

Source: Item 22 — CONTRACTS (FDD page 100)

What This Means (2025 FDD)

According to Circle K's 2025 Franchise Disclosure Document, the Addendum to the Franchise Agreement for franchises sold in Rhode Island is to ensure compliance with Rhode Island statutes and regulations. The addendum modifies the standard franchise agreement to align with Rhode Island law.

Specifically, the addendum addresses the governing law provision within the franchise agreement. It states that any provision restricting jurisdiction or venue to a forum outside of Rhode Island, or requiring the application of laws from another state, is void if it contradicts the Rhode Island Franchise Investment Act. This ensures that Circle K franchisees in Rhode Island have the legal protections afforded to them under state law.

For prospective Circle K franchisees in Rhode Island, this addendum is a beneficial inclusion. It confirms that the franchise agreement will be interpreted and enforced in a manner consistent with Rhode Island law, particularly the Rhode Island Franchise Investment Act. This helps protect the franchisee's rights and provides a local legal framework for resolving disputes.

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.