Are the nonwaiver provisions of General Business Law Sections 687(4) and 687(5) satisfied by Ledgers?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
However, to the extent required by applicable law, all rights you enjoy and any causes of action arising in your favor from the provisions of Article 33 of the General Business Law of the State of New York and the regulations issued thereunder shall remain in force; it being the intent of this proviso that the nonwaiver provisions of General Business Law Sections 687(4) and 687(5) be satisfied.
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- The following language replaces the "Summary" section of Item 17(d), titled "Termination by franchisee": You may terminate the agreement on any grounds available by law.
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- The following is added to the end of the "Summary" sections of Item 17(v), titled "Choice of forum", and Item 17(w), titled "Choice of law":
The foregoing choice of law should not be considered a waiver of any right conferred upon the franchisor or upon the franchisee by Article 33 of the General Business Law of the State of New York
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- Franchise Questionnaires and Acknowledgements--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 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.
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- Receipts--Any sale made must be in compliance with § 683(8) of the Franchise Sale Act (N.Y. Gen. Bus. L. § 680 et seq.), which describes the time period a Franchise Disclosure Document (offering prospectus) must be provided to a prospective franchisee before a sale may be made. New York law requires a franchisor to provide the Franchise Disclosure Document at the earlier of the first personal meeting, ten (10) business days before the execution of the franchise or other agreement, or the payment of any consideration that relates to the franchise relationship.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to Ledgers' 2025 Franchise Disclosure Document, the franchise agreement aims to satisfy the nonwaiver provisions of General Business Law Sections 687(4) and 687(5) for franchisees in New York. This means that the rights and causes of action granted to franchisees under Article 33 of the General Business Law of the State of New York and its regulations remain in effect.
Specifically, the Ledgers FDD includes provisions to ensure franchisees' rights are protected. The "Summary" section of Item 17(d), concerning termination by the franchisee, is replaced with language stating that the franchisee may terminate the agreement on any grounds available by law. Additionally, a statement is added to the end of the "Summary" sections of Item 17(v) regarding choice of forum and Item 17(w) regarding choice of law, clarifying that the choice of law should not be considered a waiver of any right conferred upon the franchisor or the franchisee by Article 33 of the General Business Law of the State of New York.
Furthermore, Ledgers ensures that no statement, questionnaire, or acknowledgment signed by a franchisee can waive claims under any applicable state franchise law, including fraud in the inducement, or disclaim reliance on statements made by the franchisor. This provision supersedes any other term in any document related to the franchise agreement, reinforcing the protection of franchisees' rights under New York law. Ledgers must also comply with § 683(8) of the Franchise Sale Act (N.Y. Gen. Bus. L. § 680 et seq.) regarding the timing of providing the Franchise Disclosure Document to prospective franchisees.