What happens if the addendum is inconsistent with the Monicals Pizza Area Development Agreement?
Monicals_Pizza Franchise · 2025 FDDAnswer from 2025 FDD Document
| between Monical Pizza Corporation and | This Addendum to the Area Development Agreement is agreed to this day of, 20, by and | |
|---|---|---|
| 1. | In recognition of The North Dakota Securities Commission, the following provisions contained in the Area Development Agreement are amended to be consistent with North Dakota law, including the North Dakota Franchise Investment Law, North Dakota Century Code Addendum, Chapter 51-19, §51-19-01 et seq.: | |
| | with North Dakota law, the covenant may not be enforceable. | Covenants not to compete upon termination or expiration of the Area Development Agreement are generally enforceable in the State of North Dakota in limited instances as provided by law. If the Agreement contains a covenant not to complete that is inconsistent |
| | conflict of laws, North Dakota Law shall control. | Section 13.1 of the Area Development Agreement is amended to state in the event of a |
| | Dakota law. | Sections 13.2 and 13.7 are amended to state that a provision requiring litigation or arbitration to be conducted in a forum other than North Dakota is void with respect to claims under North |
| 2. | Agreement or exhibits or attachments thereto, the terms of this Addendum shall govern. | Each provision of this Addendum shall be effective only to the extent that the jurisdictional requirements of the North Dakota Law applicable to the provisions are met independently of this Addendum. To the extent this Addendum shall be deemed to be inconsistent with any terms or conditions of said Area Development |
| understands and consents to be bound by all of its terms. |
Source: Item 23 — RECEIPTS (FDD pages 46–257)
What This Means (2025 FDD)
According to Monicals Pizza's 2025 Franchise Disclosure Document, the terms of the addendum to the Area Development Agreement will govern if there are any inconsistencies between the addendum and the Area Development Agreement, or any exhibits or attachments to it. However, each provision of the addendum is effective only to the extent that the jurisdictional requirements of the applicable state law are met independently of the addendum. This applies specifically to addenda related to New York, Hawaii, Wisconsin, and North Dakota law.
For a prospective Monicals Pizza franchisee, this means that the addendum is designed to ensure compliance with specific state laws. If a term in the standard Area Development Agreement conflicts with state law, the addendum will take precedence to protect the franchisee's rights under that state's laws. This is particularly relevant in states like New York, Hawaii, Wisconsin, and North Dakota, which have specific franchise or dealership laws.
It is important to note that the addendum's provisions are only effective if the jurisdictional requirements of the relevant state law are met independently of the addendum. This suggests that the addendum is not a blanket override of the Area Development Agreement but rather a targeted adjustment to ensure compliance with specific legal requirements in certain states. Franchisees should carefully review the addendum and the Area Development Agreement to understand how they interact and to be aware of their rights under applicable state laws.
This approach is fairly common in franchising, as franchisors often need to modify their standard agreements to comply with the franchise laws of different states. By using addenda, Monicals Pizza can tailor its agreements to specific jurisdictions while maintaining a consistent framework across its franchise system. Franchisees should pay close attention to any addenda that apply to their specific location to ensure they understand their rights and obligations.