What is the relationship between the Cool Binz Franchise Agreement and the New York Addendum?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
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 is a rider to the Franchise Agreement and is executed concurrently with it. The addendum is designed to address specific legal requirements in New York, especially concerning franchise rights under Article 33 of the General Business Law of the State of New York. This addendum is included because the franchise is offered or sold in New York, or the franchisee is a resident of New York and will operate the business there.
In the event of any conflict between the terms of the New York Addendum and the Franchise Agreement, the terms of the Addendum will take precedence and supersede the original agreement. Terms not specifically defined in the Addendum will have the same meanings as in the Franchise Agreement, and references to sections and paragraphs refer to those in the Franchise Agreement, unless otherwise stated.
Several sections of the Franchise Agreement are specifically amended by the New York Addendum to protect the franchisee's rights under New York law. These include amendments to sections regarding agreements/releases, termination of the agreement by the franchisee, transfer by Cool Binz, and dispute resolution procedures/choice of law. These amendments ensure that the franchisee retains all rights and causes of action available under Article 33 of New York's General Business Law, including the right to terminate the agreement based on grounds available under that law, and that the choice of law does not waive any rights conferred by that Article. The addendum also stipulates that modifications to the Operations Manual will not unreasonably affect the franchisee's obligations, including economic requirements, under the agreement.