What is the legal effect of the statement that 'All representations require a signature' in the Floyds 99 rider to the Development Agreement?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
| | 3. | The following statement is added to the end of Sections 13.2 and 13.16: | | | | Law. | | All representations requiring prospective franchisees 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 Disclosure | | 5. | In conformance with Section 41 of the Illinois Franchise Disclosure Act, any condition, | | the Illinois Franchise disclosure Act or any other law of Illinois is void. | stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with | | 6. franchise. | No statement, questionnaire, or acknowledgement 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 | | | 1. | The following sentence is added at the end of Section 8.2.f: | | | | | arise under the Minnesota Franchise Act. | Any release executed in connection herewith will not apply to any claims that may | | | | for by the laws of the jurisdiction. | Minnesota Statutes, Section 80C.21 and Minnesota Rule 2860.4400(J) prohibit the | | | | | franchisor from requiring litigation to be conducted outside Minnesota, requiring wavier | | | | | of a jur
Source: Item 23 — RECEIPT (FDD pages 58–229)
What This Means (2025 FDD)
Based on the 2025 Floyds 99 Franchise Disclosure Document, the legal effect of requiring a signature for all representations varies based on the state where the Development Agreement is executed. For instance, a rider to the Development Agreement specifies that in Maryland, representations requiring a prospective franchisee to assent to a release, estoppel, or waiver of liability do not act as a release, estoppel, or waiver of any liability incurred under the Maryland Franchise Registration Disclosure Law. This means that even if a franchisee signs a document with such a representation, it does not waive their rights under Maryland franchise law.
In Illinois, the rider states that no statement, questionnaire, or acknowledgment signed by a franchisee in connection with the franchise relationship can waive claims under any applicable state franchise law, including fraud in the inducement, or disclaim reliance on any statement made by the franchisor or their representatives. This provision supersedes any other term of any document executed in connection with the franchise. Therefore, a signed representation cannot waive these specific rights in Illinois.
For Minnesota, the rider specifies that any release executed in connection with the agreement will not apply to any claims that may arise under the Minnesota Franchise Act. Additionally, Minnesota law prohibits Floyds 99 from requiring litigation to be conducted outside Minnesota or requiring a waiver of a jury trial. Thus, a signed representation cannot force a franchisee to litigate outside of Minnesota or waive their right to a jury trial.
These riders modify the Development Agreement to comply with specific state laws, ensuring that certain franchisee rights are protected regardless of signed representations. Prospective Floyds 99 franchisees should carefully review the rider applicable to their state and consult with an attorney to understand the full implications of these provisions.