Does the expiration or termination of the Marble Slab Creamery agreement release either party from accrued liabilities?
Marble_Slab_Creamery Franchise · 2025 FDDAnswer from 2025 FDD Document
n a forum outside of the State of Illinois is void under section 4 of the current Illinois Franchise Disclosure Act, although the Multi-Unit Restaurant Agreement may provide for arbitration in a forum outside of the State of Illinois."
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.
Except as set forth herein, the Multi-Unit Restaurant Agreement shall be valid and enforceable between the parties in accordance with its terms.
| 2. | Item | 17, | “Renewal, Termination, | Transfer and | Dispute Resolution,” | shall be |
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ADDENDUM TO MARBLE SLAB FRANCHISING, LLC DISCLOSURE DOCUMENT FOR THE STATE OF MARYLAND
The following information applies to franchises and franchisees subject to Maryland statutes and regulations. Item numbers correspond to those in the main body of the disclosure document:
1. Item 5
Based upon the franchisor's financial condition, the Maryland Securities Commissioner has required a financial assurance. Therefore, all initial fees and payments owed by franchisees shall be deferred until the franchisor completes its pre-opening obligations under the Franchise Agreement. In addition, all development fees and initial payments by area developers shall be deferred until the first franchise under the Multi-Unit Restaurant Agreement opens.
2. Item 17.
The Franchise Agreement provides for termination if you are insolvent under any applicable state or federal law. This provision may not be enforceable under federal bankruptcy law (11 U.S.C.A. Section 101 et seq.).
3. Item 17.
A franchisee may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.
4. Item 17.
Source: Item 23 — RECEIPT (FDD pages 101–346)
What This Means (2025 FDD)
Based on the 2025 Marble Slab Creamery Franchise Disclosure Document addenda for Maryland and California, the general release required as a condition of renewal, sale, and/or assignment/transfer does not apply to any liability under the Maryland Franchise Registration and Disclosure Law. Similarly, in California, the California Corporations Code voids a waiver of rights under the Franchise Investment Law and the Franchise Relations Act. These stipulations ensure that franchisees in Maryland and California do not waive their rights regarding liabilities, even upon renewal or transfer of the franchise. This suggests that the termination or expiration of the Marble Slab Creamery agreement may not automatically release either party from accrued liabilities, particularly those arising from franchise laws. However, the FDD does not explicitly state whether the expiration or termination of the Marble Slab Creamery agreement releases either party from accrued liabilities in general.
For a prospective Marble Slab Creamery franchisee, this means that certain rights and protections under state franchise laws, specifically in Maryland and California, remain intact even when signing a general release during renewal or transfer. This is beneficial as it prevents franchisees from unknowingly waiving their rights to pursue claims related to liabilities. However, it is important to note that the FDD addenda only address specific state laws and do not provide a comprehensive answer regarding the release of accrued liabilities upon termination or expiration of the agreement in all circumstances.
Therefore, a prospective Marble Slab Creamery franchisee should seek clarification from the franchisor regarding the extent to which the expiration or termination of the franchise agreement releases either party from all types of accrued liabilities. It would be prudent to consult with a legal professional to fully understand the implications of the franchise agreement and any potential releases or waivers, ensuring that all rights and obligations are clearly defined and protected under the applicable laws.