In Virginia, can a Learningrx franchisee disclaim reliance on statements made by the franchisor, franchise seller, or anyone acting on behalf of the franchisor?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 23: RECEIPT]
VIRGINIA
In recognition of the restrictions contained in Section 13.1-564 of the Virginia Retail Franchising Act, the Franchise Disclosure Document for LearningRx Franchise Corporation for use in the Commonwealth of Virginia shall be amended as follows:
Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to cancel a franchise without reasonable cause. If any grounds for default or termination stated in the Franchise Agreement does not constitute "reasonable cause," as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable.
Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to use undue influence to induce a franchisee to surrender any right given to him under the franchise. If any provision of the Franchise Agreement involves the use of undue influence by the franchisor to induce a franchisee to surrender any rights given to him under the franchise, that provision may not be enforceable.
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.
IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Addendum, and understands and consents to be bound by all of its terms.
LEARNINGRX FRANCHISE CORP:
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, Virginia law protects franchisees from unintentionally waiving their rights. Specifically, any statement, questionnaire, or acknowledgment signed by a Learningrx franchisee at the start of their franchise relationship cannot be interpreted as disclaiming reliance on statements made by Learningrx, its franchise sellers, or anyone acting on their behalf. This protection extends to claims under state franchise law, including instances of fraud in the inducement. This means a franchisee cannot inadvertently give up their right to sue Learningrx based on misleading information. This provision overrides any conflicting terms in any document related to the franchise agreement.
This addendum ensures that Learningrx franchisees in Virginia retain their legal rights and protections under the Virginia Retail Franchising Act. The FDD also states that Virginia prohibits Learningrx from canceling a franchise without reasonable cause or using undue influence to get a franchisee to surrender their rights. If any part of the franchise agreement violates these protections, that part may not be enforceable.
In practical terms, this means that if a prospective Learningrx franchisee in Virginia signs any document related to the franchise, they do not automatically waive their right to claim they relied on statements made by Learningrx during the franchise sales process. This protection is significant because it prevents Learningrx from using standard contract language to shield itself from liability for misrepresentations or omissions made to induce someone to buy a franchise. This addendum serves to reinforce the franchisee's rights and ensures that they are not unknowingly giving up important legal recourse.