In which states do the addenda provided supersede inconsistent provisions of the Crisp & Green Area Development Agreement?
Crisp_Green Franchise · 2024 FDDAnswer from 2024 FDD Document
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EXHIBIT B STATE-SPECIFIC ADDENDA
ADDENDUM TO THE CRISP & GREEN AREA DEVELOPMENT AGREEMENT FOR THE STATE OF ILLINOIS
Notwithstanding anything to the contrary set forth in the Crisp & Green Franchising LLC Area Development Agreement, the following provisions shall supersede any inconsistent provisions and apply to all Crisp & Green franchises offered and sold in the state of Illinois:
This Illinois Addendum is only applicable if the developer is domiciled in Illinois or if the offer of the franchise is made or accepted in Illinois and the franchise business is or will be located in Illinois.
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- Notwithstanding the fact that the Area Development Agreement requires that the Agreement be governed by the laws of the State of Minnesota, to the extent required by Rule 200.608 of the Illinois Franchise Disclosure Laws, the Agreement shall be governed and construed in accordance with the laws of the State of Illinois.
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- The other conditions under which your franchise can be terminated and your rights of nonrenewal may be affected by Illinois Law, 815 Illinois Compiled Statutes 705/19 and 705/20.
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- Section 4 of the Illinois Franchise Disclosure Act states that "Any provision of a franchise agreement which designates jurisdiction or venue in a forum outside of this state (Illinois) is void with respect to any cause of action which otherwise is enforceable in this State, provided that a franchise agreement may provide for arbitration in a forum outside of this State."
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- Any condition, stipulation or provision purporting to bind any person acquiring a franchise to waive requirements with any provisions of the Illinois Franchise Disclosure Act or any other law of the State of Illinois is void. This shall not prevent any person from entering into a settlement agreement or executing a general release regarding a potential or actual lawsuit filed under the provisions of the Illinois Franchise Disclosure Act, nor shall it prevent the arbitration of any claims pursuant to the provisions of Title IX of the United States Code.
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- Section 5 of the Area Development Agreement shall be modified by the addition of the following sentence at the end of such section.
- "To the extent required by Illinois law, the Franchisor shall provide reasonable notice to the Developer with the opportunity to cure any defaults under this Section 5, to the extent required by Illinois law, which in no event shall be less than ten (10) days, and in no event shall such notice be required to be greater than thirty (30) days."
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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.
- Each provision of this Addendum shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Illinois Franchise Disclosure Act are met independently without reference to this Addendum.
Each of the undersigned hereby acknowledges having read and understood this Addendum and consents to be bound by all of its terms.
Source: Item 23 — RECEIPTS (FDD pages 66–252)
What This Means (2024 FDD)
According to Crisp & Green's 2024 Franchise Disclosure Document, several states have addenda that supersede inconsistent provisions within the standard Area Development Agreement. These states include Illinois, North Dakota, Rhode Island, New York, Washington, Maryland, Virginia, Wisconsin, and Minnesota.
For prospective Crisp & Green franchisees, this means that if you are developing in any of these states, the specific addendum for that state will take precedence over any conflicting terms in the main Area Development Agreement. The Illinois addendum, for example, is applicable if the developer is domiciled in Illinois, the offer of the franchise is made or accepted in Illinois, and the franchise business is or will be located in Illinois. Similarly, the North Dakota addendum applies if you are a resident of North Dakota or if your business will be located there.
These state-specific addenda address various legal and regulatory requirements unique to each state. For instance, the Maryland addendum clarifies the enforceability of termination upon bankruptcy and specifies the venue for lawsuits arising under Maryland franchise law. The Minnesota addendum addresses litigation outside Minnesota, notice of termination, and waivers of liability. The New York addendum revises sections of the Area Development Agreement to ensure compliance with New York's General Business Law.
It is crucial for potential Crisp & Green franchisees to carefully review the addendum for their specific state to understand how it modifies the standard Area Development Agreement. This ensures compliance with local laws and regulations and protects the franchisee's rights within that jurisdiction. Franchisees should also seek legal counsel to fully understand the implications of these state-specific addenda.