What is the franchisor's obligation regarding the Franchisee Acknowledgment/Compliance Certification for Kitchen Solvers franchisees in California?
Kitchen_Solvers Franchise · 2025 FDDAnswer from 2025 FDD Document
The Franchisor will not require you to execute the Franchise Acknowledgement/Compliance Certification that is attached to the Franchise Agreement. If you do execute the Franchisee Acknowledgment/Compliance Questionnaire, we will disregard it and not rely on it.
Section 16(I) of the Franchise Agreement requires the franchisee to consent to a waiver of exemplary and punitive damages. This Section is hereby amended with the following language:
Provisions requiring the franchisee to consent to a waiver of exemplary and punitive damages are in violation of California Corporations Code section 31521.
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 California Corporations Code section 31201 and 31521.
Nothing in the Franchise Agreement prevents the franchisee from bringing a lawsuit in California for claims arising under the California Corporations Code section 31201 and 31521.
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- Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Franchise Agreement.
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- The following provision in Section 16.B of the Franchise Agreement is hereby deleted: "You acknowledge that you are entering into this Agreement as a result of your own independent investigation of the KITCHEN SOLVERS franchise program and not as a result of any representation about us made by our shareholders, officers, directors, employees, agents, representatives, independent contractors or franchisees that is contrary to the terms identified in this Agreement or in any disclosure document, prospectus, or other similar document required or permitted to be given to you pursuant to applicable law."
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- Except as expressly modified by this Addendum, the Franchise Agreement remains unmodified and in full force and effect.
This Addendum is being entered into in connection with the Franchise Agreement. In the event of any conflict between this Addendum and the Franchise Agreement, the terms and conditions of this Addendum shall apply.
Source: Item 23 — Receipts (FDD pages 49–190)
What This Means (2025 FDD)
According to Kitchen Solvers' 2025 Franchise Disclosure Document, the franchisor outlines specific obligations and disclaimers regarding the Franchisee Acknowledgment/Compliance Certification for franchisees in California. Kitchen Solvers will not require franchisees to execute the Franchisee Acknowledgment/Compliance Certification attached to the Franchise Agreement. If a franchisee does complete the Acknowledgment/Compliance Questionnaire, Kitchen Solvers will disregard it and not rely upon it. This indicates that Kitchen Solvers does not consider this certification binding or necessary for franchisees in California. Provisions requiring franchisees to consent to a waiver of exemplary and punitive damages are considered a violation of California Corporations Code section 31521. Furthermore, any representations requiring prospective franchisees to agree to a release, estoppel, or waiver of liability will not act as such under California Corporations Code sections 31201 and 31521.
This means that certain clauses within the standard franchise agreement that might appear to limit a franchisee's rights or remedies are explicitly overridden by California law. Specifically, franchisees are not required to waive their rights to exemplary or punitive damages, and any agreement to release Kitchen Solvers from liability under specific sections of the California Corporations Code is not enforceable. This ensures that franchisees retain their legal rights and protections under California law, regardless of any conflicting terms in the franchise agreement.
The addendum also clarifies that nothing in the Franchise Agreement prevents a franchisee from bringing a lawsuit in California for claims arising under the California Corporations Code section 31201 and 31521. This reinforces the franchisee's right to seek legal recourse within the state for any violations of these specific sections of the California Corporations Code, providing an additional layer of protection for their investment and business operations.
Moreover, Kitchen Solvers deletes a specific provision in Section 16.B of the Franchise Agreement, ensuring that franchisees do not acknowledge entering the agreement based on representations contrary to the disclosed terms. This change emphasizes the importance of the formal disclosure documents and agreements, preventing Kitchen Solvers from claiming that a franchisee relied on external or inconsistent information during their decision-making process. This modification aims to protect franchisees by ensuring transparency and reliance on the official documentation provided by Kitchen Solvers.