If the Area Development Agreement for Kitchen Solvers contains provisions inconsistent with the Maryland Franchise Registration and Disclosure Law, how are those provisions handled?
Kitchen_Solvers Franchise · 2025 FDDAnswer from 2025 FDD Document
To the extent the Maryland Franchise Registration and Disclosure Law, Md. Code Bus. Reg. §§14-201 – 14-233 applies, the terms of this Addendum apply.
- Notwithstanding anything to the contrary contained in the Area Development Agreement, to the extent that the Area Development Agreement contains provisions that are inconsistent with the following, such provisions are hereby amended:
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 and Disclosure Law.
Nothing in the Area Development Agreement prevents the franchisee from bringing a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.
Nothing in the Area Development Agreement operates to reduce the 3-year statute of limitations afforded to a franchisee for bringing a claim arising under the Maryland Franchise Registration and Disclosure Law. Further, any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within 3 years after the grant of the franchise.
The Federal Bankruptcy laws may not allow the enforcement of the provisions for termination upon bankruptcy of the franchisee.
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- Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Area Development Agreement.
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- Sections 9.17.1, 9.17.5, and 19.7.3 of the Area Development Agreement are hereby deleted.
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- Background, Paragraph E of the Area Development Agreement is hereby deleted.
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- Except as expressly modified by this Addendum, the Area Development Agreement remains unmodified and in full force and effect.
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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 and 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.
Source: Item 23 — Receipts (FDD pages 49–190)
What This Means (2025 FDD)
According to Kitchen Solvers' 2025 Franchise Disclosure Document, if any part of the Area Development Agreement conflicts with the Maryland Franchise Registration and Disclosure Law, the inconsistent provisions are amended to comply with Maryland law. This ensures that Kitchen Solvers' Area Development Agreement adheres to Maryland's specific regulations regarding franchises.
Specifically, the addendum clarifies that any requirements for prospective franchisees to waive liability, any restrictions on franchisees bringing lawsuits in Maryland under the Maryland Franchise Registration and Disclosure Law, and any attempts to reduce the statute of limitations for claims under this law are amended to comply with Maryland law. The addendum also addresses the enforceability of termination provisions related to franchisee bankruptcy under federal bankruptcy laws.
Several sections of the Area Development Agreement, namely Sections 9.17.1, 9.17.5, and 19.7.3, along with Background Paragraph E, are explicitly deleted in the addendum. This further ensures that the agreement aligns with Maryland law. All other parts of the Area Development Agreement remain in effect.
Furthermore, any statements, questionnaires, or acknowledgments signed by the franchisee cannot waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Kitchen Solvers. This provision takes precedence over any conflicting terms in any document related to the franchise agreement, providing additional protection for the franchisee under Maryland law.