Does the Dermani Medspa franchise agreement prevent franchisees from suing Dermani Medspa over system modifications?
Dermani_Medspa Franchise · 2025 FDDAnswer from 2025 FDD Document
The following statement shall be deemed to amend the Area Development Agreement, and the Franchisee Compliance Certification attached to the dermani MEDSPA FDD at Exhibit M:
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.
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- Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Area Development Agreement.
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- Except as expressly modified by this Addendum, the Area Development Agreement remains unmodified and in full force and effect.
This Addendum is being entered into in connection with the Area Development Agreement. In the event of any conflict between this Addendum and the Area Development Agreement, the terms and conditions of this Addendum shall apply.
dermani MEDSPA® Franchising LLC Its: Its:
MARYLAND ADDENDUM TO FRANCHISE AGREEMENT
To the extent the Maryland Franchise Registration and Disclosure Law, Md. Code Bus. Reg. §§14- 201 – 14-233 applies, the terms of this Addendum apply.
- Notwithstanding anything to the contrary contained in the Franchise Agreement, to the extent that the Franchise Agreement contains provisions that are inconsistent with the following, such provisions are hereby amended:
All representations requiring prospective franchisees to assent to a release, estoppel or waiver of liability are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.
Nothing in the Franchise Agreement prevents the franchisee from bringing a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.
Nothing in the Franchise Agreement operates to reduce the 3-year statute of limitations afforded to a franchisee for bringing a claim arising under the Maryland Franchise Registration and Disclosure Law. Further, any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within 3 years after the grant of the franchise.
Source: Item 23 — RECEIPTS (FDD pages 66–311)
What This Means (2025 FDD)
According to the 2025 Dermani Medspa Franchise Disclosure Document, the franchise agreement does not generally prevent franchisees from suing Dermani Medspa, especially in certain jurisdictions like Maryland. A specific addendum addresses statements or acknowledgments signed by franchisees, clarifying that these cannot waive claims under applicable state franchise law, including fraud in the inducement, or disclaim reliance on franchisor statements. This addendum supersedes any conflicting terms in other documents executed in connection with the franchise. This suggests that franchisees retain some ability to pursue legal claims against Dermani Medspa. However, this addendum is specific to the Area Development Agreement. The excerpt does not specify whether this protection extends to franchisees outside of the Area Development Agreement.
However, the Maryland Addendum to the Franchise Agreement further clarifies that any provisions inconsistent with Maryland's Franchise Registration and Disclosure Law are amended. Specifically, representations requiring franchisees to release, estop, or waive liability do not act as such a release under Maryland law. The agreement also affirms that franchisees can bring lawsuits in Maryland for claims arising under this law and preserves the three-year statute of limitations for such claims. This indicates a clear legal avenue for franchisees in Maryland to address grievances against Dermani Medspa.
While these addenda protect franchisees' rights to sue under specific circumstances and in certain locations, the standard franchise agreement terms may still impose limitations. For instance, franchisees are obligated to implement changes in System Standards, which may require additional capital investments or higher operating costs. The FDD does not explicitly state whether a franchisee can sue Dermani Medspa if they disagree with these system modifications or their associated costs, outside of the protections afforded by the addenda.
Therefore, prospective franchisees should carefully review the franchise agreement and any addenda, particularly concerning dispute resolution and liability waivers. It is advisable to consult with a legal professional to fully understand their rights and obligations, especially regarding system modifications and potential legal recourse against Dermani Medspa.