Why is the New York Addendum being signed for the Cool Binz franchise?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
reement and any references to sections and paragraphs refer to the sections and paragraphs of the Franchise Agreement unless stated otherwise.
-
- BACKGROUND. We and you are parties to that certain Franchise Agreement that has been signed concurrently with the signing of this Rider (the "Franchise Agreement"). This Rider is annexed to and forms part of the Franchise Agreement. This Rider is being signed because (a) the offer or sale of the franchise for the COOL BINZ Business that you will operate under the Franchise Agreement was made in the State of New York, and/or (b) you are a resident of New York and will operate the Business in New York.
-
- AGREEMENTS/RELEASES. Section 11.C. of the Franchise Agreement is amended by adding the following language to the end of the last sentence of the paragraph:
Provided, however, that all rights Franchisee enjoys and any causes of action arising in Franchisee's favor from the provisions of Article 33 of the General Business Law of the State of New York and the regulations issued thereunder shall remain in force; it being the intent of the proviso that the non-waiver provisions of GBL 687 and 687.5 be satisfied.
- TERMINATION OF AGREEMENT BY FRANCHISEE. Section 12.A. of the Franchise Agreement is amended by adding the following as the last sentence:
Franchisee also may terminate this Agreement on any grounds available by law under the provisions of Article 33 of the General Business Law of the State of New York.
- TRANSFER BY US Section 10.A. of the Franchise Agreement is amended by adding the following language at the end:
However, to the extent required by applicable law, no assignment will be made except to an assignee who, in our good faith judgment, is willing and able to assume our obligations under this Agreement.
- DISPUTE RESOLUTION PROCEDURES/CHOICE OF LAW. Sections 15.F. and 15.H. of the Franchise Agreement are amended by adding the following language:
HOWEVER, THE GOVERNING CHOICE OF LAW SHALL NOT BE CONSIDERED A WAIVER OF ANY RIGHT CONFERRED UPON FRANCHISEE BY THE PROVISIONS OF ARTICLE 33 OF THE GENERAL BUSINESS LAW OF THE STATE OF NEW YORK.
- BINDING EFFECT. Section 15.J.
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to the 2025 Cool Binz Franchise Disclosure Document, the New York Addendum to the franchise agreement is required when the franchise is offered or sold in the state of New York, or when the franchisee is a resident of New York and will operate the business there. This addendum modifies specific sections of the standard franchise agreement to ensure compliance with New York's General Business Law, particularly Article 33, which governs franchises within the state.
The New York Addendum includes several key provisions that protect the franchisee's rights under New York law. For instance, it ensures that the franchisee retains all rights and causes of action arising from Article 33 of the General Business Law, preventing any waiver of these rights. Additionally, the addendum allows the franchisee to terminate the agreement on any grounds available under Article 33 of New York's General Business Law.
Furthermore, the addendum modifies the sections regarding dispute resolution and choice of law, ensuring that the governing law does not waive any rights conferred upon the franchisee by Article 33 of the General Business Law of New York. It also stipulates that modifications to the operations manual will not unreasonably affect the franchisee's obligations, including economic requirements. These modifications are designed to provide additional protections and ensure compliance with New York state law, which is a common practice in franchising to address state-specific regulations.