In the event of a conflict of laws, which law prevails for Ledgers franchisees in Wisconsin?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
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WISCONSIN
The State of Wisconsin has a statute, the Wisconsin Franchise Investment Law, Wis. 553.01, et. seq., and Wis. Adm. Code Chapter DFI-Sec. 31.01, et seq., which may supersede the Franchise Agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the Franchise Agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. the event of a conflict of laws, the provisions of the Wisconsin Franchise Investment Law, Wis§ 553.01, et. seq., and Wis. Adm. Code Chapter DFI-Sec. 31.01, et seq., shall prevail.
- The Franchise Disclosure Document and Franchise Agreement require a Franchisee to sue in a State other than Wisconsin, and are hereby amended to expressly permit a Franchisee to file a civil lawsuit in Wisconsin for claims arising under the Wisconsin Franchise Investment Law.
FDD: Item 17
FA: Section 9
- Item 17 of the Franchise Disclosure Document and Section 8 of the Franchise Agreement permit Franchisor to terminate, cancel, not renew or make a substantial change in competitive circumstances in the Franchise Agreement, without cause under certain circumstances. These provisions are prohibited by the Wisconsin Fair Dealership Law, § 135.04. Accordingly, Item 17 of the Franchise Disclosure Document and Section 8 of the Franchise Agreement are hereby amended to prevent the termination, cancellation, non-renewal or substantial change in competitive circumstances of the Franchise Agreement without good cause.
FDD: Item 17
FA: Section 8
- Item 17 of the Franchise Disclosure Document and Section 8 of the Franchise Agreement permit the Franchisor to terminate the Franchise Agreement without providing the Franchisee ninety (90) days prior notice of the proposed termination or sixty (60) days to cure the deficiency. These provisions are prohibited by the Wisconsin Fair Dealership Law, § 135.04. Accordingly, Item 17 of the Franchise Disclosure Document and Section 8 of the Franchise Agreement are hereby amended to require that prior to the termination of the Franchise Agreement Franchisor must provide Franchisee ninety (90) days written notice of a proposed termination, which states all the reasons for the termination, cancellation, non-renewal or substantive change in circumstances, and the Franchisee shall be given sixty (60) days from the date of delivery or posting of such notice to rectify any claimed deficiency. If the deficiency is rectified within the sixty (60) days the notice shall be void. The notice provisions shall not apply if the reason for termination, cancellation or non-renewal is insolvency, the occurrence of an assignment for the benefit of creditors or bankruptcy.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to Ledgers' 2025 Franchise Disclosure Document, the Wisconsin Franchise Investment Law and related administrative codes take precedence over the standard franchise agreement in the event of any legal conflicts within the state. Specifically, the provisions of the Wisconsin Franchise Investment Law, Wis§ 553.01, et. seq., and Wis. Adm. Code Chapter DFI-Sec. 31.01, et seq., shall prevail. This means that if there's a disagreement or contradiction between what's written in Ledgers' franchise agreement and what's stipulated by Wisconsin's franchise laws, the state laws will be upheld.
This protection extends to a franchisee's right to file a civil lawsuit in Wisconsin for claims arising under the Wisconsin Franchise Investment Law, regardless of any clauses in the franchise agreement that might require them to sue in another state. Furthermore, certain clauses that might allow Ledgers to terminate, cancel, not renew, or substantially change the competitive circumstances of the franchise agreement without cause are prohibited by the Wisconsin Fair Dealership Law, § 135.04. The FDD clarifies that Item 17 of the Franchise Disclosure Document and Section 8 of the Franchise Agreement are amended to prevent such actions without good cause.
Additionally, Ledgers must provide a Wisconsin franchisee with ninety days prior written notice of a proposed termination, including all reasons for the termination, and grant the franchisee sixty days to rectify any claimed deficiency. However, a franchisee will only have ten days to remedy the situation if the cause of termination is nonpayment of owed funds. These notice provisions do not apply if the reason for termination is insolvency, assignment for the benefit of creditors, or bankruptcy.
This addendum ensures that Wisconsin franchisees receive the full protection of their state laws, which may offer more safeguards than the standard Ledgers franchise agreement. Prospective franchisees in Wisconsin should carefully review these state-specific addenda to understand their rights and protections under Wisconsin law.