Does the Maryland Addendum to the Circle K Franchise Agreement supersede any conflicting terms in other documents?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
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- 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.
ADDENDUM TO FRANCHISE AGREEMENT FOR THE STATE OF MARYLAND
This Addendum shall pertain to franchises sold in the state of Maryland and shall be for the purpose of complying with Maryland statutes and regulations. Notwithstanding anything which may be contained in the body of the Franchise Agreement to the contrary, the Agreement shall be amended as follows:
- The following sentence is added at the end of Article 5.1 of this Agreement:
Based upon our financial condition, the Maryland Securities Commissioner has imposed a fee deferral requirement. Therefore, you will not be required to pay the initial fees due to us and/or our affiliates, including the Initial Franchise Fee and any other fees or costs, until we have completed all our pre-opening obligations to you and you begin operating your franchise business.
Source: Item 22 — CONTRACTS (FDD page 100)
What This Means (2025 FDD)
According to the 2025 Circle K Franchise Disclosure Document, the Maryland Addendum to the Franchise Agreement does, in certain instances, supersede conflicting terms in other documents. Specifically, a provision within the addendum states that no statement, questionnaire, or acknowledgment signed by a franchisee in connection with starting the franchise can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Circle K or its representatives. This particular provision takes precedence over any conflicting terms in other documents related to the franchise agreement. This ensures that Circle K franchisees in Maryland retain their rights and protections under Maryland franchise law, regardless of any potentially conflicting language in the standard franchise agreement or related documents.
Furthermore, the addendum addresses the franchisee's ability to pursue legal action. A Maryland franchisee is permitted to bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law. Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within 3 years after the grant of the franchise.
In addition, the Maryland Addendum to the Franchise Agreement amends the agreement to include a sentence at the end of Article 5.1 regarding fee deferral requirements based on Circle K's financial condition, as imposed by the Maryland Securities Commissioner. This addendum ensures compliance with Maryland statutes and regulations, taking precedence over any contradictory information in the main body of the Franchise Agreement.