What is the effect of the Rhode Island amendment on provisions in the Dryject Franchise Agreement that are inconsistent with the specified sections of the Rhode Island Franchise Investment Act?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
DRYJECT MANAGEMENT, LLC FRANCHISE AGREEMENT REQUIRED BY THE STATE OF RHODE ISLAND**
| (the "Agreement Date"), and amends the Franchise Agreement dated | , 20_ |
|---|---|
| (the "Agreement"), between DRYJECT MANAGEMENT, LLC | (the "Franchisor"), |
| and | |
| ("Franchisee"), whose mailing address is |
RHODE ISLAND LAW MODIFICATIONS
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- The Rhode Island Securities Division requires that certain provisions contained in franchise documents be amended to be consistent with Rhode Island law, including the Franchise Investment Act, R.I. Gen. Law. Ch. 395 Sec. 19-28.1-1 – 19-28.1-34. To the extent that the Agreement contains provisions that are inconsistent with the following, such provisions are hereby amended:
- a. If the Agreement requires litigation to be conducted in a forum other than the State of Rhode Island, the requirement is void under Rhode Island Franchise Investment Act Sec. 19-28.1-14.
- b. If the Agreement requires that it be governed by a state's law, other than the State of Rhode Island, to the extent that such law conflicts with Rhode Island Franchise Investment Act it is void under Sec. 19-28.1-14.
- c. If the Franchisee is required in this Agreement to execute a release of claims or to acknowledge facts that would negate or remove from judicial review any statement, misrepresentation or action that would violate the Act, or a rule of order under the Act, such release shall exclude claims arising under the Rhode Island Franchise Investment Act, and such acknowledgements shall be void with respect to claims under the Act.
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- Section 19-28.1-8 of the Rhode Island Franchise Investment Act requires a franchisor to give you a copy of the Franchise Disclosure Document at the earlier of: (i) the first personal meeting; (ii) 10 business days before the execution of the Franchise Agreement; or (iii) 10 business days before the payment of any consideration that relates to the franchise relationship.
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- Each provision of this Amendment shall be effective only to the extent that the jurisdictional requirements of the Rhode Island Franchise Investment Act, with respect to each such provision, are met independent of this Amendment. This Amendment shall have no force or effect if such jurisdictional requirements are not met.
[signatures on the following page]
IN WITNESS WHEREOF, the parties intending to be bound legally have fully executed, sealed and delivered this Amendment to the Agreement as of the day and year contained in the Agreement.
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to Dryject's 2025 Franchise Disclosure Document, the Rhode Island amendment modifies the franchise agreement to ensure consistency with the Rhode Island Franchise Investment Act. If any part of the agreement clashes with specific sections of this Act, the amendment takes precedence, effectively changing those terms for franchisees operating in Rhode Island. This primarily affects clauses related to legal proceedings, choice of law, and franchisee waivers.
Specifically, the amendment voids any requirement for litigation to occur outside of Rhode Island, ensuring that Rhode Island franchisees can pursue legal claims within their home state. Similarly, if the franchise agreement stipulates that the laws of a state other than Rhode Island govern the agreement, that stipulation is void to the extent it conflicts with the Rhode Island Franchise Investment Act. This ensures that Rhode Island law protects the franchisee's rights. Furthermore, any franchisee release of claims or acknowledgement of facts that would undermine the Rhode Island Franchise Investment Act is rendered void, preserving the franchisee's ability to seek legal recourse under the Act.
In addition to these protections, the Rhode Island Franchise Investment Act mandates that Dryject provide the Franchise Disclosure Document to prospective franchisees at the earlier of (i) the first personal meeting; (ii) 10 business days before the execution of the Franchise Agreement; or (iii) 10 business days before the payment of any consideration that relates to the franchise relationship. However, the amendment's effectiveness is contingent on meeting the jurisdictional requirements of the Rhode Island Franchise Investment Act, meaning it only applies if those requirements are independently satisfied.
Finally, the FDD states that any litigation or arbitration arising under the Franchise Agreement will take place in Rhode Island or other place mutually agreed to by the franchisee and franchisor. Also, the Franchise Agreement will be governed by the laws of the State of Rhode Island to the extent required by Section 19-28.1-14 of the Rhode Island Franchise Investment Act.