What is the relationship between the Amendment and the Area Development Agreement for the State of Illinois for Jersey Mikes?
Jersey_Mikes Franchise · 2025 FDDAnswer from 2025 FDD Document
ftware developed for external use (c) | | | | | 3 7,638,956 | 3 4,253,212 | | | | Website design (d) | 6,210,113 | 3,742,364 | | | Intangible assets | 4 4,049,102 | 3 8,195,609 | | | Less accumulated amortization | 2 7,351,997 | 20,444,451 | | | Intangible assets—net | $ 16,697,105 | | $ 17,751,158 | FRANCHISOR: A SUB ABOVE, LLC
THE FOLLOWING PAGES ARE STATE SPECIFIC RIDERS TO THE AREA DEVELOPMENT AGREEMENT
AMENDMENT TO A SUB ABOVE, LLC AREA DEVELOPMENT AGREEMENT FOR THE STATE OF ILLINOIS
| THIS AMENDMENT (this "Amendment") is made | le and entered into by and betwe | en A Sub |
|---|---|---|
| Above, LLC ("Franchisor") and | ("Developer" or "You"). France | chisor and |
| Developer are parties that c ertain Area Development Agree | ment dated, | 20(the |
| "Development Agreement"). This Amendment is annexed | ed to and for ms part of the De v | elopment |
| Agreement. This Amendment is being signed because (a) as | ly of the offering or sales activity r | elating to |
| the Development Agreement occurred in Illinois and the Fi | anchised Restaurants that You wil | 1 develop |
| under the Development Agreement will be located in Illinois. | and/or (b) You are domiciled in Ill | inois. |
ILLINOIS LAW MODIFICATIONS
- The Illinois Attorney General's Office requires that c ertain provisions contained in 1. franchise documents be amended to be consistent with Illinois law, including the Franchise Disclosure Act of 1987, Ill. Rev. Stat. ch. 815 para. 705/1 - 705/44 (1994) (the "Act"). To the extent that this Amendment contains provisions that are inconsistent with the Development Agreement, the terms of this Amendment shall govern such inconsistency.
- Sections 705/19 and 705/20 of the Act provide rights to Developer concerning nonrenewal and termination of the Development Agreement. If the Development Agreement contains a provision that is inconsistent with the Act, the Act will control.
- Any release of claims or acknowle dgments of fa ct contained in the Development Agreement that would negate or remove from judicial review any statement, misrepresentation or action that would violate the Act, or a rule or order under the Act shall be void and are hereby deleted with respect to claims under the Act.
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- The following language is added to the end of Section 17.9 of the Development Agreement:
- "HOWEVER, THIS SECTION 17 SHALL NOT ACT AS A CONDITION, STIPULATION OR PR OVISION PURPORTING TO BIND ANY P ERSON ACQUIRING ANY FRANCHIS E TO WAIVE COMPLIANCE WITH ANY PROVISION OF THE ACT ANY OTHER LAW OF ILLINOIS."
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- The following language is a dded as to the end of S ection 17.10 of the D evelopment Agreement:
- "ILLINOIS LAW SHALL GOVERN THE DEVELOPMENT AGREEMENT. SECTION 4 OF THE ACT PROVIDES THAT ANY PROVISION IN A DEVELOPMENT AGREEMENT THAT DESIGNATES JUR ISDICTION OR VENUE OUTSIDE THE S TATE OF ILLINOI S IS VOID. HOWEVER, A DEVELOPMENT AGREEMENT MAY PROVIDE FOR ARBITRATION IN A VENUE OUTSIDE THE STATE OF ILLINOIS."
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- Each provision of this Amendment shall be effective only to the extent that the jurisdictional requirements of the Act, with respect to each such provision, are met independent of this Amendment.
Source: Item 23 — RECEIPTS (FDD pages 77–421)
What This Means (2025 FDD)
According to Jersey Mikes's 2025 Franchise Disclosure Document, the Amendment is designed to modify the Area Development Agreement to ensure compliance with Illinois law. The Amendment is annexed to the Area Development Agreement and forms part of it. The Amendment is signed because the offering or sales activity relating to the franchised restaurants or the restaurants themselves, will be located in Illinois, and/or the developer is domiciled in Illinois.
Specifically, if any provisions in the Area Development Agreement are inconsistent with the Amendment, the terms of the Amendment will take precedence. This ensures that the Jersey Mikes Area Development Agreement adheres to the Illinois Franchise Disclosure Act of 1987. The Illinois Attorney General's Office mandates these changes to align with state law.
Certain sections of the Illinois Franchise Disclosure Act provide specific rights to the developer regarding nonrenewal and termination of the Development Agreement. If the Development Agreement has any terms that conflict with this Act, the Act will override those terms. Furthermore, any waivers of claims within the Development Agreement that could prevent judicial review of actions violating the Act are considered void under Illinois law. The Amendment explicitly states that no part of Section 17 shall bind anyone to waive compliance with Illinois law.
Additionally, the Amendment clarifies that Illinois law governs the Development Agreement, and any clause designating jurisdiction or venue outside of Illinois is void, although arbitration outside the state is permitted. Each part of the Amendment is only effective if it independently meets the jurisdictional requirements of the Act. Jersey Mikes retains the right to challenge any state law that declares any provision in the Franchise Agreement unenforceable.