What must be met independently of the addendum for each provision to be effective for Monicals Pizza in Maryland?
Monicals_Pizza Franchise · 2025 FDDAnswer from 2025 FDD Document
| Pizza Corporation and | This Addendum to the Franchise Agreement is agreed to this day of, 20, between Monical |
|---|---|
| 1. | In recognition of the requirements of the Maryland Franchise Registration and Disclosure Law, Md. Code Ann., Bus. Reg. §§14-201-14-233, the Franchise Agreement for Monical Pizza Corporation is amended as follows: |
| | Sections 4.2.9, 8.3 and 18.2.3 require Franchisee to sign a general release as a condition of renewal or transfer of the franchise and Sections 5.2, 5.5 and 8.3 require Franchisee to sign a general release as a condition to receiving a refund of a portion of the Franchise Fee following a termination of the franchise; such release shall exclude claims arising under the Maryland Franchise Registration and Disclosure Law. |
| | Section 16.2.1.11, which terminates the Franchise Agreement upon the bankruptcy of the Franchisee, may not be enforceable under federal bankruptcy law (11 U.S.C. Section 101, et seq.). |
| | Section 23.1 requires that the franchise be governed by the laws of the State of Illinois; however, in the event of a conflict of laws to the extent required by the Maryland Franchise Registration and Disclosure Law, the laws of the State of Maryland shall prevail. |
| | Sections 23.2 and 23.7 require litigation or arbitration to be conducted in the State of Illinois; the requirement shall not limit any rights Franchisee may have under the Maryland Franchise Registration and Disclosure Law to bring suit in the State of Maryland. |
| | Any Section of the Franchise Agreement requiring Franchisee to assent to any release, estoppel or waiver of liability as a condition of purchasing the Franchise are not intended to, nor shall they act as a, release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law. |
| | Section 23.4 is amended to the extent that any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three (3) years after the grant of the franchise. |
| 2. | Any portion of the Franchise Agreement which requires prospective franchisees to disclaim the occurrence and/or acknowledge the non-occurrence of acts would constitute a violation of the Maryland Franchise Registration and Disclosure Law. Any such representations are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law. |
| 3. | Each provision of this Addendum is effective only to the extent that the jurisdictional requirements of the Maryland Franchise Registration and Disclosure 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 Franchise Agreement or exhibits or attachments thereto, the terms of this Addendum shall govern. IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Addendum and 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 the 2025 Monicals Pizza Franchise Disclosure Document, specifically the addendum that addresses Maryland franchise law, each provision within the addendum is only effective if the jurisdictional requirements of Maryland law are met independently of the addendum itself. This means that the changes and clarifications made in the addendum to the standard franchise agreement are not automatically valid simply by being included in the addendum.
For a prospective Monicals Pizza franchisee in Maryland, this implies that they should not assume that every clause in the addendum is enforceable. Instead, each provision's validity depends on whether it independently complies with Maryland's specific franchise laws. This could involve various aspects, such as ensuring that the provision does not violate any state-specific regulations regarding waivers, releases, or other franchisee protections.
This requirement protects franchisees by ensuring that Monicals Pizza cannot use the addendum to circumvent Maryland law. It places the onus on the franchisee to verify that each provision in the addendum aligns with Maryland's legal requirements. If there is any inconsistency between the standard franchise agreement, the addendum, and Maryland law, the addendum will take precedence, but only if it independently meets the jurisdictional requirements of Maryland law. Therefore, consulting with a legal professional familiar with Maryland franchise law is crucial for any prospective Monicals Pizza franchisee to fully understand their rights and obligations.