In Virginia, what effect does a statement, questionnaire, or acknowledgment signed by a Dryject franchisee have on disclaiming reliance on statements made by the franchisor?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
In recognition of the restrictions contained in Section 13.1-564 of the Virginia Retail Franchising Act, the Franchise Disclosure Document for DryJect Management, LLC for use in the Commonwealth of Virginia shall be amended as follows:
The Summary column of Item 17 Paragraph (h) of the Virginia Disclosure Document is modified by adding the following at the end of the sentence:
"Pursuant to Section 13.1.564 of the Virginia Franchising Act, it is unlawful for a franchisor to cancel a franchise agreement 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 laws of Virginia, that provision may not be enforceable."
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.
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to Dryject's 2025 Franchise Disclosure Document, in Virginia, any statement, questionnaire, or acknowledgment signed by a franchisee at the start of their franchise relationship cannot waive claims under state franchise law, including fraud in the inducement. It also cannot disclaim reliance on statements made by Dryject, its franchise sellers, or anyone acting on Dryject's behalf. This specific provision overrides any other conflicting terms in any document related to the franchise agreement. This protection is due to Section 13.1.564 of the Virginia Franchising Act.
This means that even if a Dryject franchisee signs a document suggesting they did not rely on the franchisor's statements, that document will not prevent them from later claiming they did rely on those statements, especially if they believe they were misled. This is a significant protection for franchisees, as it prevents Dryject from using standard contract language to shield itself from liability for misrepresentations made during the sales process.
This type of provision is not uncommon in franchise law, as many states have enacted laws to protect franchisees from overreaching by franchisors. The inclusion of this addendum for Virginia franchisees ensures that Dryject complies with Virginia's specific regulations and that franchisees in Virginia retain their rights under the Virginia Retail Franchising Act. Prospective franchisees should carefully review all addenda and disclosures specific to their state to understand their rights and protections.