What is the effect of the Addendum on the Corner Bakery Cafe Franchise Agreement?
Corner_Bakery_Cafe Franchise · 2025 FDDAnswer from 2025 FDD Document
- 1. The provisions of this Addendum form an integral part of, and are incorporated into the Franchise Agreement. This Addendum is being executed because: (A) the offer or sale of the franchise to you was made in the Commonwealth of Virginia; (B) you are a resident of the Commonwealth of Virginia; and/or (C) the Franchised Cafe will be located in the Commonwealth of Virginia.
- 2. The following statement is added to the end of Section 30 (Representations):
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.
- 3. Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Franchise Agreement.
- 4. Except as expressly modified by this Addendum, the Franchise Agreement remains unmodified and in full force and effect.
- 5. This Addendum may be executed in multiple counterparts, each of which when executed and delivered shall be deemed an original and all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Addendum by electronic transmission (including PDF) shall be as effective as delivery of a manually executed counterpart of this Addendum.
[Signatures on next page.]
IN WITNESS WHEREOF, the parties have duly executed, sealed and delivered this Addendum as of the date identified below.
BEST CAFE - FRANCHISES, LLC (IF ENTITY): Date: (IF INDIVIDUALS): [Signature] [Print Name] [Signature] [Print Name] Date:
Source: Item 22 — CONTRACTS (FDD page 55)
What This Means (2025 FDD)
According to the 2025 Franchise Disclosure Document, the Addendum modifies the Corner Bakery Cafe Franchise Agreement. The provisions of the addendum become an integral part of the franchise agreement. The need for the addendum arises when the franchise offer or sale is made in a specific state, the franchisee resides in that state, or the franchised cafe will be located in that state. Different addenda are required for developers in Illinois, Minnesota, North Dakota, Maryland, Rhode Island, Virginia, and Washington.
For franchisees in Virginia, no statement, questionnaire, or acknowledgment can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on franchisor statements. This addendum supersedes any conflicting terms in other documents. Similarly, for Rhode Island franchisees, specific language is added to sections of the agreement, although the exact language is not provided in the excerpt.
For Illinois developers, the addendum stipulates that Illinois law governs the agreement, and any provision designating jurisdiction or venue outside Illinois is void for causes of action enforceable in Illinois. It also specifies that actions under the Illinois Franchise Disclosure Act must be brought within the earlier of three years of the violation, one year after awareness of the facts, or 90 days after written notice of the violation. Furthermore, any provision requiring a waiver of compliance with the Act is void. For Maryland developers, all development fees and initial payments are deferred until the first Corner Bakery Cafe opens. The release shall not apply to any liability 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.
For Minnesota developers, franchisees will not be required to assent to a release, assignment, novation, or waiver that would relieve any person from liability imposed by Minnesota Statute. The franchisor is prohibited from requiring litigation to be conducted outside Minnesota, and the agreement cannot reduce any rights provided by Minnesota Statutes, Chapter 80C. Actions must be commenced within three years after the cause of action accrues. These addenda ensure that franchisees' rights are protected under specific state laws, modifying the standard franchise agreement to comply with local regulations.