Are there any exceptions to the Virginia law governing claims related to the Ledgers Franchise Agreement?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
VIRGINIA
As to franchises governed by the Virginia Retail Franchising Act, if any of the terms of the Disclosure Document are inconsistent with the terms below, the terms below control.
- In recognition of the restrictions contained in Section 13.1-564 of the Virginia Retail Franchising Act, the Franchise Disclosure Document is amended as follows:
Additional Disclosure: The following statements are added to Item 17.h.
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 ground 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.
Initial Fee Deferral:
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to Ledgers' 2025 Franchise Disclosure Document, there are specific stipulations regarding the application of Virginia law to the franchise agreement. While Virginia law generally governs claims related to the agreement, this is superseded if any terms of the Disclosure Document are inconsistent with the Virginia Retail Franchising Act. In such cases, the terms of the Act will take precedence.
Specifically, the FDD is amended to include additional disclosures in Item 17.h, addressing franchise cancellations. The Virginia Retail Franchising Act states that it is unlawful for Ledgers to cancel a franchise without reasonable cause. Therefore, any grounds for default or termination stated in the franchise agreement that do not constitute "reasonable cause" as defined by the Virginia Retail Franchising Act or other Virginia laws may not be enforceable.
Furthermore, the Virginia State Corporation Commission's Division of Securities and Retail Franchising mandates that Ledgers must defer payment of the initial franchise fee and other initial payments until Ledgers has fulfilled its pre-opening obligations under the franchise agreement. This modification to Item 5 of the Disclosure Document ensures that franchisees are not required to pay initial fees before Ledgers has met its obligations, providing an added layer of protection for the franchisee.