Under what conditions can the BloomNet Technologies Systems Agreement be modified for Flowerama?
Flowerama Franchise · 2024 FDDAnswer from 2024 FDD Document
| Provisions | Section in Agreements | Summary | |
|---|---|---|---|
| (n) | BloomNet's right of first refusal to acquire Customer's business | Not applicable | Not applicable |
| (o) | BloomNet's option to purchase Customer's business | Not applicable | Not applicable |
| (p) | Death or disability of Customer | Not applicable | Not applicable |
| (q) | Non-competition covenants during the term of the Agreement | Not applicable | Not applicable |
| (r) | Non-competition covenants after the Agreement is terminated or expires | Not applicable | Not applicable |
| (s) | Modification of the Agreement | Section 9 of BloomNet Technologies Systems Agreement | No modifications generally without written agreement of both parties |
| (t) | Integration/merger clause | Section 9 of BloomNet Technologies Systems Agreement | Only the terms of the BloomNet Membership Agreement & BloomNet Technologies Systems Agreement are binding (subject to Federal and/or state law). Any representations or promises outside the Disclosure Document and BloomNet Membership Agreement & BloomNet Technologies Systems Agreement may not be enforceable |
| (u) | Dispute resolution by arbitration or mediation | Section 9 of BloomNet Technologies Systems Agreement | We both agree to submit disputes to binding arbitration |
| (v) | Choice of forum | Section "Governing Law" of BloomNet Membership Agreement | Must be in Nassau County or Suffolk County, New York, in the Supreme Court of the State of New York, Nassau County, or the United States District Court in and for the Eastern District of New York. A right to a jury trial is waived (subject to state law) |
| (w) | Choice of law | Section 9 of BloomNet Technologies Systems Agreement | Governed by New York law (subject to state law) |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 60–71)
What This Means (2024 FDD)
According to Flowerama's 2024 Franchise Disclosure Document, the BloomNet Technologies Systems Agreement can generally only be modified with a written agreement from both parties. Specifically, Section 9 of the BloomNet Technologies Systems Agreement addresses the modification of the agreement. This requirement ensures that any changes to the original terms are mutually agreed upon and documented, providing clarity and legal protection for both Flowerama and BloomNet.
This provision is typical in franchise agreements, as it prevents unilateral changes that could negatively impact either party. The written agreement requirement ensures that all modifications are intentional and understood by everyone involved. Without this clause, one party could attempt to alter the agreement's terms without the other's consent, leading to disputes and potential legal issues.
For a prospective Flowerama franchisee, this means that any desired changes to the BloomNet Technologies Systems Agreement must be negotiated and formalized in writing. It is crucial to understand the initial terms of the agreement and seek legal counsel before attempting to modify it. This clause protects the franchisee by ensuring that BloomNet cannot unilaterally change the terms of the agreement during its term.