In New York, does the FDD state that Cool Binz can negotiate with prospective franchisees?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
ADDENDUM TO THE FRANCHISE AGREEMENT FOR USE IN NEW YORK
This is a Rider to the Franchise Agreement which is being executed concurrently with this Rider, between Franchisor and Franchisee.
Notwithstanding anything to the contrary in the Franchise Agreement, in the event of a conflict between the terms of this Rider and the terms of the Franchise Agreement, the terms of this Rider shall control and supersede the Franchise Agreement. Any terms not defined herein shall have the same meanings as in the Franchise Agreement and any references to sections and paragraphs refer to the sections and paragraphs of the Franchise Agreement unless stated otherwise.
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- 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.
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- 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. of the Franchise Agreement is amended by adding the following language:
Modifications to the Operations Manual will not unreasonably affect Franchisee's obligations, including economic requirements, under this Agreement.
In all other respects, the terms and conditions contained in your Franchise Agreement, and any previous Addendums to your Franchise Agreement, remain in effect.
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
Based on the 2025 Cool Binz Franchise Disclosure Document, there is an addendum specifically for franchisees in New York. This addendum modifies certain sections of the standard franchise agreement to ensure compliance with New York General Business Law, particularly Article 33.
Specifically, the addendum includes provisions that protect the franchisee's rights under New York law, such as the right to terminate the agreement under certain conditions and the non-waiver of rights conferred by Article 33 of the General Business Law. These modifications suggest that Cool Binz acknowledges and adheres to the specific legal requirements for franchising within New York.
However, the provided excerpts do not explicitly state whether Cool Binz is willing to negotiate the terms of the Franchise Agreement beyond these legally required modifications. The addendum primarily focuses on ensuring that the franchise agreement complies with New York law and protects the franchisee's rights as outlined in the General Business Law. A prospective franchisee should directly ask Cool Binz about their willingness to negotiate other terms of the agreement.
While the FDD includes an addendum to the franchise agreement for use in New York, it does not specify whether Cool Binz is open to further negotiations beyond the modifications required to comply with New York law. Therefore, it is essential for potential franchisees to directly inquire with Cool Binz about the possibility of negotiating additional terms before signing the agreement.