Under what circumstances might the Learningrx Franchise Disclosure Document modifications supersede portions of the Franchise Agreement and Area Development Agreement?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
The following modifications are to the LearningRx Franchise Corporation Franchise Disclosure Document and may supersede, to the extent then required by valid applicable state law, certain portions of the Franchise Agreement and Area Development Agreement.
No statement, questionnaire, or acknowledgement signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any 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.
Item 17(v) of the Franchise Disclosure Document, Section 16.02 of the Franchise Agreement and Section 11.06 of the Area Development Agreement are amended to state that any provision that designates jurisdiction or venue in a forum outside the State of Illinois will not be enforceable and is amended to the extent required by Illinois law.
Item 17(v)(w) of the Franchise Disclosure Document, Section 16.02 of the Franchise Agreement and Section 11.06 Area Development Agreement are amended to state that "The governing law or choice of law clause that allows for jurisdiction or venue other than Illinois will not be enforceable under Illinois law and that Illinois law shall govern the
§ 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act." Item 17 (u), (v), (w) of the franchise disclosure Document, Section 18.06 of the Franchise Agreement and Section 10.02 of the Area Developer Agreement are amended accordingly to the extent required by law.
The Wisconsin Fair Dealership Law, Chapter 135 of the Wisconsin Statutes supersedes any provision of the Franchise Agreement if such provision is in conflict with that law. The Franchise Disclosure Document and the Franchise Agreement are amended accordingly.
It is agreed that the applicable foregoing state law addendum, if any, supersedes any inconsistent portion of the Franchise Agreement dated, 20, and/or the Area Developer Agreement dated, 20, and of the Franchise Disclosure Document, but only to the extent they are then valid requirements of an applicable and enforceable state law, and for only so long as such state law remains in effect.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, modifications within the document may supersede parts of the Franchise Agreement and Area Development Agreement under specific conditions, primarily when required by valid and applicable state laws. This means that if a particular clause in the Franchise Agreement or Area Development Agreement conflicts with a state law, the state law will take precedence, and the Franchise Disclosure Document will be amended accordingly. This ensures that Learningrx franchises operate in compliance with local regulations, which can vary significantly from state to state.
Several states, including Virginia, Rhode Island, South Dakota, Illinois, and Wisconsin, have specific addenda that address potential conflicts between the franchise agreements and their respective state laws. For example, Rhode Island law voids any provision in a franchise agreement that restricts jurisdiction or venue to a forum outside of Rhode Island or requires the application of another state's laws. Similarly, Illinois amends the agreements to ensure that any clause designating jurisdiction or venue outside of Illinois is not enforceable and that Illinois law governs. Wisconsin law states that the Wisconsin Fair Dealership Law supersedes any conflicting provision in the Franchise Agreement.
Furthermore, many states include a provision stating that no statement or acknowledgement signed by a franchisee can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Learningrx. This provision explicitly supersedes any other conflicting term in any document related to the franchise. This acknowledgement underscores Learningrx's commitment to adhering to state-specific legal requirements and protecting franchisees' rights, ensuring that the franchise operates within the bounds of local laws and regulations. Franchisees should carefully review these state-specific addenda to understand their rights and obligations within their particular jurisdiction.