What is the geographic scope of the Maryland-specific amendments to the Learningrx franchise agreement?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
MARYLAND
The franchise agreement provides for termination upon bankruptcy. This provision may not be enforceable under federal bankruptcy law (11 U.S.C.A. Sec. 101 et seq.). Item 17(h) of the Franchise Disclosure Document, Section 5.09 of the Franchise Agreement and Section 6.01 of the Area Developer Agreement are amended to add this provision.
Item 17(m) of the Franchise Disclosure Document, Section 14.04(b) of the Franchise Agreement and Section 7.03 of the Area Developer Agreement are amended to state that the general release required as a condition of sale and/or assignment/transfer shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
Item 17(u)(v)(w) of the Franchise Disclosure Document, Sections 16.03 and 16.07 of the Franchise Agreement and Sections 10.01 & 10.02 of the Area Developer Agreement are amended to state; A franchisee may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.
Item 17(u) of the Franchise Disclosure Document, Section 16 of the Franchise Agreement and Section 10.01 of the Area Developer Agreement are amended to state: Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three years after the grant of the franchise.
Section 19 and Attachment VII of the Franchise Agreement and Section 14 of the Area Developer Agreement are amended to state: All representations requiring prospective franchisees to assent to a release, estoppels 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.
The Franchise Agreement is hereby amended to delete Sections 19.1 and 19.2 as the provisions violate the North American Securities Administrators Association Statement of Policy Regarding the Use of Franchise Questionnaires and Acknowledgments which has been adopted by the Maryland Office of the Attorney General, Securities Division.
The Attachment VII to the Franchise Agreement, Statement of Franchisee Questionnaire, is hereby deleted in its entirety.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, the Maryland-specific amendments to the franchise agreement apply to franchisees operating in Maryland. These amendments address specific legal considerations related to the Maryland Franchise Registration and Disclosure Law.
Specifically, the amendments state that the general release required as a condition of sale, assignment, or transfer does not apply to liability under Maryland franchise law. Additionally, franchisees can bring lawsuits in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law, with a three-year statute of limitations from the franchise grant. The amendments also clarify that representations requiring franchisees to release liability do not act as a waiver of liability under Maryland franchise law.
Furthermore, certain sections of the franchise agreement and related documents, such as the Franchisee Questionnaire, are either amended or deleted entirely to comply with Maryland regulations and policies, particularly concerning franchisee rights and waivers of liability. These changes ensure that the Learningrx franchise agreement adheres to Maryland law and protects the rights of franchisees operating within the state.
Prospective Learningrx franchisees in Maryland should carefully review these amendments with legal counsel to fully understand their rights and obligations under the franchise agreement and Maryland law. These amendments reflect an effort to comply with state-specific franchise regulations, which is a common practice in franchise systems operating across multiple states.