Does the Crisp & Green franchise agreement specify that forbearance constitutes a waiver?
Crisp_Green Franchise · 2024 FDDAnswer from 2024 FDD Document
of the Illinois Franchise Disclosure Act states that any condition, stipulation, or provision purporting to bind any person acquiring any franchise to waive compliance with any provision of the Act or any other law of Illinois is void. Franchisee's rights upon termination and non-renewal of a franchise agreement are set forth in Section 19 and 20 of the Illinois Franchise Disclosure Act.
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- 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.
[Signatures follow on next page.]
Each of the undersigned hereby acknowledges having read and understood this Addendum and consents to be bound by all of its terms.
CRISP & GREEN FRANCHISING LLC, a Minnesota limited liability company (Name of corporation, limited liability company or partnership) By: Print Name: Title: Title: Title:
ADDENDUM TO THE CRISP & GREEN FRANCHISE AGREEMENT FOR THE STATE OF MARYLAND
This Addendum pertains to franchises sold in the State of Maryland and is for the purpose of complying with Maryland statutes and regulations. This Addendum shall be of no force and effect unless the jurisdictional requirements of the Maryland Franchise laws and any regulations thereunder are met independently without reference to this Addendum.
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- BACKGROUND. Franchisor and Franchisee are parties to that certain Franchise Agreement dated ______ (the "Agreement"), that has been entered into concurrently with the entering of this Addendum. This Addendum is annexed to and forms part of the Agreement, and the defined terms set forth in the Agreement are used in this Addendum with the same meanings ascribed to them in the body of the Agreement. This Addendum is being executed because (a) Franchisee is domiciled in Maryland, and/or (b) the Franchised Restaurant that Franchisee will operate under the Franchise Agreement will be located in Maryland.
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- RELEASES. The following is added to the end of Sections 13.02, 15.02, 15.03, and 18.15 of the Franchise Agreement:
However, any release required as a condition of renewal, sale and/or assignment/transfer will not apply to any claims or liability arising under the Maryland Franchise Registration and Disclosure Law.
- INSOLVENCY. The following sentence is added to the end of Sections 14.01 and 16.01 of the Franchise Agreement:
This Section may not be enforceable under federal bankruptcy law (11 U.S.C. Sections 101 et seq.).
- FORUM FOR LITIGATION. The following language is added to the end of Section 18.07 ("Jurisdiction and Venue") of the Franchise Agreement:
Franchisee may bring an action in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law. You must bring any claims arising under the Maryland Franchise Registration and Disclosure Law within 3 years after the grant of the franchise.
- GOVERNING LAW.
Source: Item 23 — RECEIPTS (FDD pages 66–252)
What This Means (2024 FDD)
Based on the 2024 Crisp & Green Franchise Disclosure Document, the franchise agreement includes provisions that address waivers, particularly concerning compliance with state franchise laws. Specifically, addenda for New York, Minnesota, and Virginia state that no statement or acknowledgment signed by a franchisee can waive claims under applicable state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Crisp & Green. These provisions supersede any other conflicting terms in documents related to the franchise agreement. This suggests that Crisp & Green aims to ensure franchisees' rights under state laws are protected and cannot be unintentionally waived through standard agreements.
For franchisees in Illinois, the FDD states that although the franchise agreement is governed by Minnesota law, the laws of Illinois will govern the construction and interpretation of the Franchise and Area Development Agreements. The provisions of the Franchise Agreement and Area Development Agreement concerning governing law, jurisdiction, and venue shall not constitute a waiver of any right conferred on you by Illinois law. This ensures that franchisees in Illinois retain their rights under Illinois law, regardless of what the standard franchise agreement might state.
These clauses are designed to protect franchisees from inadvertently relinquishing their legal rights during the franchise commencement. The inclusion of these non-waiver provisions in addenda for specific states indicates an awareness of varying state franchise laws and a proactive approach to compliance. Prospective franchisees should carefully review these addenda, particularly if they are located in or plan to operate in New York, Illinois, Minnesota, or Virginia, to fully understand their rights and protections under the franchise agreement and relevant state laws. Franchisees should seek legal counsel to fully understand the implications of these provisions.