In Virginia, does the provision regarding waivers and disclaimers supersede any other term of any document executed in connection with the Mr. Sandless franchise?
Mr_Sandless Franchise · 2025 FDDAnswer from 2025 FDD Document
STATE SPECIFIC ADDENDUM FOR THE COMMONWEALTH OF VIRGINIA
In recognition of the restrictions contained in Section 13.1-564 of the Virginia Retail Franchising Act, the Franchise Disclosure Document for Mr. Sandless Franchise LLC for use in the Commonwealth of Virginia shall be amended as follows:
The following statement is added to Item 5:
The Virginia State Corporation Commission's Division of Securities and Retail Franchising requires us to defer payment of the initial franchise fee and other initial payments owed by franchisees to the franchisor until the franchisor has completed its pre- opening obligations under the franchise agreement.
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 grounds for default or termination stated in the franchise agreement and development agreement does not constitute "reasonable cause," as that the term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, the provision may not be enforceable.
Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to use undue influence to induce a franchisee to surrender any right given to him under the franchise. If any provision of the Franchise Agreement involves the use of undue influence by the franchisor to induce a franchisee to surrender any rights given to him under the franchise, that provision may not be enforceable.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 30–34)
What This Means (2025 FDD)
Based on the 2025 Mr. Sandless Franchise Disclosure Document, there is no explicit statement indicating that provisions regarding waivers and disclaimers supersede other terms within documents executed in connection with the franchise specifically for the state of Virginia. However, the FDD does include a state-specific addendum for Virginia that addresses certain restrictions and provisions related to the Virginia Retail Franchising Act.
Specifically, the addendum states that it is unlawful for Mr. Sandless to cancel a franchise without reasonable cause, and if any grounds for default or termination stated in the franchise agreement do not constitute "reasonable cause" as defined by Virginia law, the provision may not be enforceable. Additionally, it is unlawful for Mr. Sandless to use undue influence to induce a franchisee to surrender any right given to them under the franchise, and any provision involving such undue influence may not be enforceable.
While the Virginia addendum addresses enforceability and undue influence, it does not directly state that waiver and disclaimer provisions supersede other terms. A prospective franchisee in Virginia should consult with a legal professional to fully understand the implications of these provisions and how they interact with other aspects of the franchise agreement and Virginia law.