Under what circumstances can the Itan Franchise Agreement and Supplemental Agreements be terminated?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
ent or Supplemental Agreement that limits the time period in which you may assert a legal claim against us under the Virginia Retail Franchising Act is amended to provide for a four (4) year statute of limitations for purposes of bringing a claim arising under the Virginia Retail Franchising Act.
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- Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it shall be unlawful for a franchisor to cancel a franchise without reasonable cause. If any grounds for default or termination stated in the Franchise Agreement or Supplemental 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.
WASHINGTON
In recognition of the requirements of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW, the Disclosure Document, Franchise Agreement and Supplemental Agreements are amended as follows:
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- In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW, will prevail.
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- RCW 19.100.180 may supersede the Franchise Agreement and Supplemental Agreements in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the Franchise Agreement and Supplemental Agreements in your relationship with the franchisor including the areas of termination and renewal of your franchise.
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- In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.
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- A release or waiver of rights executed by a franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.
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- Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.
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- Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a franchisee, unless the employee's earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor's earnings from the party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provisions contained in the franchise agreement or elsewhere that conflict with these limitations are void and unenforceable in Washington.
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- RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of the franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.
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- The claims limitation provision in Section 22.5 of the Franchise Agreement does not apply to Washington franchisees.
WISCONSIN
The Wisconsin Fair Dealership Law, Chapter 135 of the Wisconsin Statutes supersedes any provision of the Franchise Agreement and Supplement Agreements (if applicable) if such provision is in conflict with that law. The Franchise Disclosure Document, the Franchise Agreement and the Supplemental Agreements are amended accordingly.
(Signatures on following page)
APPLICABLE ADDENDA
If any one of the preceding Addenda for specific states ("Addenda") is checked as an "Applicable Addenda" below, then that Applicable Addenda shall be incorporated into the Franchise Disclosure Document, Franchise Agreement, Supplemental Agreements (if applicable) and any other specified agreement(s) entered into by us and the undersigned franchisee. To the extent any terms of an applicable Addenda conflict with the terms of the Franchise Disclosure Document, Franchise Agreement, Supplemental Agreement (if applicable) and other specified agreement(s), the terms of the Applicable Addenda shall supersede the terms of the Franchise Agreement. We are responsible for checking the appropriate box or boxes.
| California | Michigan | South Dakota | ||
|---|---|---|---|---|
| Hawaii | Minnesota | Virginia | ||
| Illinois | Washington | |||
| Indiana | Wisconsin | |||
| Maryland | Rhode Island | |||
| Dated: | FRANCHISOR: By: Name: Title: FRANCHISEE: By: Name: Title: | |||
| , 202 | New York North Dakota | iTAN Franchising, Inc. |
Source: Item 23 — RECEIPT (FDD pages 44–190)
What This Means (2025 FDD)
According to the 2025 Itan Franchise Disclosure Document, the circumstances under which the Franchise Agreement and Supplemental Agreements can be terminated are subject to certain legal provisions that may supersede the agreement itself. For instance, in Washington, the Washington Franchise Investment Protection Act and court decisions may override the agreement's terms regarding termination and renewal. Similarly, in Virginia, the Virginia Retail Franchising Act makes it unlawful for Itan to unduly influence a franchisee to surrender their rights or to cancel a franchise without reasonable cause. If any terms in the Franchise Agreement do not constitute "reasonable cause" as defined by Virginia law, those terms may not be enforceable.
In Indiana, the Indiana Franchise Disclosure Law amends the Franchise Agreement and Supplemental Agreements, specifying that Indiana law supersedes any conflicting provisions. The law prohibits unilateral termination without good cause, defined as a material breach of the agreement. Furthermore, any clause designating jurisdiction or venue outside of Indiana is deleted for agreements issued in Indiana. Liquidated damages and termination penalties are also prohibited in Indiana, leading to the deletion of any references to them in the agreements.
In California, several provisions aim to protect franchisees. The Franchise Agreement may be terminated upon bankruptcy; however, such a provision may not be enforceable under federal bankruptcy law. Additionally, covenants not to compete extending beyond the franchise termination may not be enforceable under California law. Certain liquidated damages clauses are also unenforceable under California Civil Code Section 1671. The California Business and Professions Code provides rights concerning termination, transfer, or non-renewal, and the California Franchise Investment Law will control if there are inconsistencies with the Franchise Agreement.