How can the Floors To Go franchise agreement be amended?
Floors_To_Go Franchise · 2025 FDDAnswer from 2025 FDD Document
ecutive | | | Vice | | | President of Operations and Secretary | | | (title of authorized officer) | (individual signature) (printed name of individual) |
SCHEDULE "B"
STATE SPECIFIC AMENDMENTS to THE MEMBERSHIP AGREEMENT
Required by
HAWAII, ILLINOIS, INDIANA, MARYLAND, MICHIGAN, MINNESOTA NORTH DAKOTA, RHODE ISLAND, SOUTH DAKOTA, WASHINGTON and WISCONSIN
PLEASE SEE EXHIBIT "B" FOR STATE SPECIFIC AMENDMENTS
SCHEDULE "C"
PRINCIPAL OWNER'S STATEMENT
PLEASE SEE EXHIBIT "C" FOR PRINCIPAL OWNER'S STATEMENT
EXHIBIT "B"
FLOORS TO GO, LLC
FRANCHISE DISCLOSURE DOCUMENT
Dated March 12, 2025
STATE SPECIFIC AMENDMENTS
TO THE MEMBERSHIP AGREEMENT
HAWAII, ILLINOIS, INDIANA, MARYLAND, MICHIGAN, MINNESOTA, NORTH DAKOTA, RHODE ISLAND, SOUTH DAKOTA, WASHINGTON and WISCONSIN
Exhibit B-1
Hawaii Amendment
In recognition of the requirements of the Hawaii Franchise Investment Law, Hawaii Rev. Stat. §§ 482E-1 et seq., the parties to the attached Membership Agreement (the "Agreement") agree to amend the Agreement as follows:
- Section 13 of the Agreement shall be supplemented by the addition of the following new Section 13.4, which shall be considered an integral part of the Agreement:
13.4 Your Interest Upon Termination.
Upon termination or refusal to renew or extend the franchise either by us or you for any reason, you will have no interest in the goodwill or intangibles of the franchised business or equity in the franchise, apart from the leasehold, fixtures, equipment and supplies you have purchased. We shall have the right (but not the duty unless required by Hawaii Rev. Stats. § 482E-6(3)), to be exercised by notice of intent to do so within thirty (30) days after termination or expiration of this Agreement, to purchase any and all improvements, equipment, advertising and promotional materials, products, supplies, inventory and any other items bearing our Marks at current fair market value. If we cannot agree with you upon a fair market value within a reasonable time, we shall designate an independent appraiser, and the appraiser's determination of fair market value shall be binding. If we elect to exercise any option to purchase herein provided, we shall have the right to set-off all amounts due to us from you under this Agreement and the cost of the appraisal, if any, against any payments to be made for any such purchase.
- Each provision of this Amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Hawaii Franchise Investment Law are met independently without reference to this Hawaii Amendment.
THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY
Exhibit B-1
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have duly executed and delivered this Hawaii Amendment to the Agreement to be effective on the day and year executed by Floors To Go, LLC below.
| FRANCHISOR: | MEMBER: | |
|---|---|---|
| FLOORS TO GO, LLC | ||
| (signature of authorized officer) | (name of member) | |
| Ted Dlugokienski | (signature) | |
| (name of authorized officer) | ||
| Chief | (name of authorized signatory) | |
| Financial | ||
| Officer, | ||
| Executive | ||
| Vice | ||
| President of Operations and Secretary | ||
| (title of authorized officer) | ||
| (effective date) |
Exhibit B-2
Illinois Amendment
In recognition of the requirements of Illinois Franchise Disclosure Act (815 ILCS 705 §§ 1 - 44) and the Rules promulgated thereunder (4 Ill Admin Code §§ 200.100-901) the parties to the attached Membership Agreement (the "Agreement") agree to amend the Agreement as follows:
-
- Notwithstanding anything in Section 16.1 of the Agreement or otherwise in the Agreement to the contrary, Illinois law governs the agreement(s) between the parties to this franchise.
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- Pursuant to the Illinois Franchise Disclosure Act (815 ILCS 705 § 4), any provision in a franchise agreement that designates jurisdiction or venue outside the State of Illinois is void. However, arbitration may take place outside of Illinois.
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- Notwithstanding anything in the Agreement to the contrary, pursuant to the Illinois Franchise Disclosure Act (815 ILCS 705 § 41), any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act or any other law of Illinois is void.
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- Sections 705/19 and 705/20 of the Illinois Franchise Act provide rights to Franchisees concerning nonrenewal and termination of a franchise. If the Franchise Agreement contains a provision that is inconsistent with the Illinois Franchise Act, the Illinois Franchise Act will control.
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Source: Item 23 — RECEIPTS (FDD pages 47–204)
What This Means (2025 FDD)
According to the 2025 Floors To Go Franchise Disclosure Document, the Membership Agreement can be amended through state-specific addenda. These addenda are designed to ensure compliance with franchise laws in certain states.
For example, the FDD includes a Hawaii Amendment, which supplements Section 13 of the Membership Agreement by adding a new Section 13.4 regarding the franchisee's interest upon termination. Similarly, there are amendments for Maryland and Rhode Island that address specific legal requirements in those states. These amendments become effective only if the jurisdictional requirements of the respective state's franchise laws are met independently.
Prospective Floors To Go franchisees should carefully review Schedule B and Exhibit B of the FDD, which contain these state-specific amendments. Additionally, Exhibits D-1, D-6, D-8, and D-16 provide further state-specific disclosures for California, Maryland, Minnesota, and Wisconsin, respectively. These amendments and disclosures modify the standard Membership Agreement to align with state laws, ensuring that franchisees' rights and obligations are appropriately addressed in each jurisdiction. Understanding these state-specific modifications is crucial for any potential franchisee to ensure they are fully aware of the legal framework governing their franchise agreement.