Does the Face Foundrie agreement allow for a release of liability incurred under the Maryland Franchise Registration and Disclosure Law?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
All representations requiring Area Developer 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.
The following provision applies only to franchisees and franchises that are subject to the state franchise registration/disclosure laws in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin:
No statement, questionnaire, or acknowledgement signed or agreed to by you 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 us, any franchise seller, or any other person acting on our behalf. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 23 — RECEIPTS (FDD pages 74–257)
What This Means (2025 FDD)
According to the 2025 Face Foundrie FDD, the Area Development Agreement does not allow for a release, estoppel, or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law. Specifically, any representations requiring the Area Developer to agree to such a release are not intended to, and will not, act as a release, estoppel, or waiver of liability under that law. This protection is explicitly stated in Section 17 of the Area Development Agreement, titled "ACKNOWLEDGMENTS."
This provision ensures that Face Foundrie Area Developers in Maryland retain their rights and protections under the state's franchise law. It prevents Face Foundrie from using contractual language to circumvent the legal safeguards provided to franchisees by Maryland law. This is a significant benefit for Area Developers, as it preserves their ability to pursue claims and remedies available under the Maryland Franchise Registration and Disclosure Law, should any issues arise during the franchise relationship.
Furthermore, the FDD states that this protection against waiving claims extends to franchisees in several other states with franchise registration/disclosure laws, including California, Hawaii, Illinois, Indiana, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin. In these states, no statement, questionnaire, or acknowledgment signed by the franchisee can waive claims under state franchise law, including claims of fraud in the inducement, or disclaim reliance on statements made by Face Foundrie or its representatives. This provision supersedes any other conflicting terms in any document related to the franchise agreement, providing a strong layer of protection for franchisees in these states.