For Dermani Medspa franchisees in Virginia, what effect do statements or acknowledgments signed at the commencement of the franchise relationship have regarding claims under state franchise law?
Dermani_Medspa Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
The Virginia State Corporation Commission's Division of Securities and Retail Franchising requires us to defer payment of the initial franchise fee and other initial payments owed by franchisees to the franchisor until the franchisor has completed its preopening obligations under the franchise agreement.
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- Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Franchise Agreement.
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- Except as expressly modified by this Addendum, the Franchise Agreement remains unmodified and in full force and effect.
This Addendum is being entered into in connection with the Franchise Agreement. In the event of any conflict between this Addendum and the Franchise Agreement, the terms and conditions of this Addendum shall apply.
dermani MEDSPA® Franchising LLC Its: Its:
VIRGINIA ADDENDUM TO AREA DEVELOPMENT AGREEMENT
To the extent the Virginia Retail Franchising Act, Va. Code §§13.1-557 – 13.1-574 applies, the terms of this Addendum apply.
- Notwithstanding anything to the contrary contained in the Area Development Agreement, to the extent that the Area Development Agreement contains provisions that are inconsistent with the following, such provisions are hereby amended:
"According to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to cancel a franchise without reasonable cause. If any ground for default or termination stated in the franchise agreement does not constitute "reasonable cause," as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable."
Source: Item 23 — RECEIPTS (FDD pages 66–311)
What This Means (2025 FDD)
According to Dermani Medspa's 2025 Franchise Disclosure Document, an addendum to the franchise agreement addresses the effect of statements or acknowledgments signed by franchisees in Virginia at the start of their franchise relationship. Specifically, any statement, questionnaire, or acknowledgment signed by a Dermani Medspa franchisee will not waive claims under Virginia franchise law. This includes claims related to fraud in the inducement or disclaiming reliance on statements made by the franchisor or its representatives. This provision takes precedence over any conflicting terms in other franchise documents.
This protection ensures that Virginia Dermani Medspa franchisees retain their rights under state franchise law, even if they have signed documents that might suggest otherwise. It prevents Dermani Medspa from using standardized forms to inadvertently or intentionally limit a franchisee's legal recourse. The Virginia State Corporation Commission also requires Dermani Medspa to defer payment of the initial franchise fee and other initial payments until the franchisor has completed its pre-opening obligations under the franchise agreement.
This addendum modifies the original franchise agreement to align with the Virginia Retail Franchising Act. If there are any conflicts between the addendum and the franchise agreement, the terms of the addendum will govern. This ensures that Dermani Medspa franchisees in Virginia are afforded the full protections of Virginia law, regardless of what the standard franchise agreement might state. Furthermore, according to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for Dermani Medspa to cancel a franchise without reasonable cause, and any termination clauses in the franchise agreement that do not meet the definition of "reasonable cause" under Virginia law may not be enforceable.