Does the Floyds 99 agreement supersede prior agreements?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
ADDENDUM TO THE FLOYD'S 99 FRANCHISING, LLC DISCLOSURE DOCUMENT FOR THE STATE OF VIRGINIA
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- Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to cancel a franchise 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 the laws of Virginia, that provision may not be enforceable.
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- 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.
ADDENDUM TO THE FLOYD'S 99 FRANCHISING, LLC FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF WASHINGTON
To the extent the Washington Franchise Investment Protection Act, Wash. Rev. Code §§19.100.010 – 19.100.940 applies, the terms of this Addendum apply.
Franchisees who receive financial incentives to refer franchise prospects to Franchisors may be required to register as franchise brokers under the laws of Washington State.
Source: Item 23 — RECEIPT (FDD pages 58–229)
What This Means (2025 FDD)
According to the 2025 Floyds 99 Franchise Disclosure Document, the franchise agreement's relationship with prior agreements is complex and depends on the specific situation and jurisdiction. In general, the franchise agreement represents the current understanding between Floyds 99 and the franchisee. However, certain state laws, such as those in California, Virginia, and Illinois, include provisions that may supersede or modify terms of the franchise agreement to protect franchisees' rights. These laws often prevent franchisees from waiving certain legal claims or rights, even if the franchise agreement seems to suggest otherwise.
For example, the addendum for Virginia states that no statement signed by a franchisee can waive claims under state franchise law or disclaim reliance on statements made by Floyds 99. Similarly, the California addendum indicates that waivers of rights under the Franchise Investment Law and Franchise Relations Act are void. These stipulations mean that even if a franchisee signed something prior to the agreement that seems to waive certain rights, those waivers may not be enforceable under these states' laws.
Furthermore, the Illinois addendum specifies that any provision binding a person to waive compliance with the Illinois Franchise Disclosure Act is void. This ensures that franchisees in Illinois cannot be forced to give up their protections under state law. The New York rider also includes provisions to protect franchisees' rights under the New York General Business Law, ensuring that those rights remain in force despite any potentially conflicting terms in the franchise agreement.
Therefore, while the Floyds 99 franchise agreement is the primary document governing the relationship, prospective franchisees need to be aware of state-specific addenda and laws that may alter or supersede certain provisions to protect their rights. It is essential to carefully review these addenda and consult with legal counsel to understand the full scope of their rights and obligations.