Does the Crisp & Green addendum supersede other terms in the franchise agreement?

According to the 2024 Crisp & Green Franchise Disclosure Document, the addenda for various states contain provisions that supersede any inconsistent terms in the standard Area Development Agreement. Specifically, the addenda for Illinois, North Dakota, New York, Virginia, and Washington state that their provisions take precedence over any conflicting terms in the Area Development Agreement for franchises offered and sold in those states. This ensures that the franchise agreements comply with state-specific laws and regulations. These addenda are only applicable if the franchisee is a resident of that particular state or if the franchise business is or will be located in that state.

For example, the Virginia addendum modifies Item 17 regarding renewal, termination, transfer, and dispute resolution to comply with the Virginia Retail Franchising Act. Similarly, the Maryland addendum addresses the Maryland Franchise Registration and Disclosure Law, ensuring that franchisees can pursue claims under Maryland law and clarifying the enforceability of termination provisions related to bankruptcy. The Indiana addendum states that the covenant not to compete may not be enforceable under Indiana law.

Furthermore, a common provision across several state addenda (North Dakota, Rhode Island, Virginia, Illinois, Indiana, Maryland, and Washington) addresses waivers and disclaimers. It states that no statement, questionnaire, or acknowledgment signed by the franchisee can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Crisp & Green. This provision explicitly supersedes any other conflicting term in any document executed in connection with the franchise, providing additional protection to franchisees regarding their rights and reliance on franchisor representations.