Does the Mrcool franchise agreement address variances?
Mrcool Franchise · 2025 FDDAnswer from 2025 FDD Document
chisor and is paid a fee for referring prospects to the franchisor and/or selling the franchise. Carefully evaluate any information provided by a franchise broker about a franchise. Do your own investigation by contacting the franchisor's current and former franchisees to ask them about their experience with the franchisor.
Wisconsin FDD Amendment Amendments to the MRCOOL Franchise Disclosure Document
Item 17, "Renewal, Termination, Transfer and Dispute Resolution," Item 17 is supplemented by the addition of the following:
The Wisconsin Fair Dealership Law Title XIV-A Ch. 135, Section 135.01-135.07 may affect the termination provision of the Franchise Agreement.
STATE SPECIFIC AMENDMENTS TO FRANCHISE AGREEMENT AND, IF APPLICABLE, MULTI-UNIT DEVELOPMENT AGREEMENT
CALIFORNIA FRANCHISE AGREEMENT AND MULTI UNIT DEVELOPMENT AGREEMENT AMENDMENT
Amendments to the MRCOOL Franchising, LLC Franchise Agreement and Multi-Unit Development Agreement:
In recognition of the requirements of California Franchise Investment Law, California Corporations Code Sections 31000 through 31516, the undersigned agree to the following modifications to the MRCOOL Franchising, LLC Franchise Agreement (the "Franchise Agreement") and MRCOOL Franchising, LLC Multi-Unit Development Agreement ("Multi-Unit Development Agreement"), if signed by Franchisor and Franchisee, as follows:
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.
Article 18.Q. of the Franchise Agreement is hereby deleted.
The following statement is removed from Article 18.R. of the Franchise Agreement:
"The foregoing shall not be construed to imply that Franchisor and/or Franchisor's agents have made any oral promises as pursuant to Article 18.M. of this Agreement, this written Agreement represents the sole Agreement between Franchisor and Franchisee."
Section 7.15 of the Multi-Unit Development Agreement is hereby deleted.
IN WITNESS WHEREOF, the parties have duly executed and delivered this California Amendment to the MRCOOL Franchising, LLC Franchise Agreement and, if applicable, the Multi Unit Development Agreement, on the same date as the Franchise Agreement and Multi Unit Development Agreement were, respectively, executed.
| Franchisor: MRCOOL Franchising, LLC | Franchisee: | |
|---|---|---|
| By: | ||
| Signature | Signature | |
| Name and Title (please print) | Name (please print) | |
| Dated | Dated |
HAWAII FRANCHISE AGREEMENT AMENDMENT
Amendments to the MRCOOL Franchise Agreement
In recognition of the requirements of the Hawaii Franchise Investment Law, the undersigned agree to the following modifications to the MRCOOL Franchising, LLC Franchise Agreement (the "Franchise Agreement"), as follows:
- Sub-Article 14.C.(6). Sub-article 14.C.(6), under the Article section titled "Conditions for Approval of Transfer," is supplemented by the addition of the following language:
; provided, however, that all rights enjoyed by Franchisee and any causes of action arising in Franchisee's favor from the provisions of the Hawaii Franchise Investment Law, shall remain in force; it being the intent of this provision that the non-waiver provisions of the Hawaii Franchise Investment Law be satisfied; and
The Hawaii Franchise Investment Law provides rights to the franchisee concerning non-renewal, termination and transfer of the Franchise Agreement. If this Sub-article contains a provision that is inconsistent with the Hawaii Franchise Investment Law, the Hawaii Franchise Investment Law will control.
- Sub-Article 15.B.(8). Sub-article 15.B.(8), under the Article section titled "Conditions for Renewal," is supplemented by the addition of the following:
; provided, however, that all rights enjoyed by Franchisee and any causes of action arising in Franchisee's favor from the provisions of the Hawaii Franchise Investment Law, shall remain in force; it being the intent of this provision that the non-waiver provisions of the Hawaii Franchise Investment Law be satisfied; and
The Hawaii Franchise Investment Law provides rights to the franchisee concerning non-renewal, termination and transfer of the Franchise Agreement. If this subarticle contains a provision that is inconsistent with the Hawaii Franchise Investment Law, the Hawaii Franchise Investment Law will control.
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- 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.
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- Each provision of this amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Hawaii Franchise Investment Law are met independently without reference to this amendment.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties have duly executed and delivered this Hawaii State amendment to the MRCOOL Franchising, LLC Franchise Agreement on the same date as the Franchise Agreement was executed.
| Franchisor: MRCOOL Franchising, LLC | Franchisee: | |
|---|---|---|
| Signature | Signature | |
| Name and Title (please print) | Name (please print) | |
| Dated | Dated |
ILLINOIS FRANCHISE AND DEVELOPMENT AGREEMENT AMENDMENT
Amendments to the MRCOOL Franchise Agreement
In recognition of the requirements of the Illinois Franchise Disclosure Act, 815 ILCS 705/1 to 705/45, and Ill. Admin. Code tit. 15, §200.100 et seq., the undersigned agree to the following modifications to the MRCOOL Franchising, LLC Franchise Agreement (the "Franchise Agreement") and, if Franchisor and Franchisee both sign the MRCOOL Franchising, LLC Multi-Unit Development Agreement (the "Development Agreement"), as follows:
- Article 18.F. of the Franchise Agreement, and if Franchisee executes a Development Agreement, Section 7.5 of the Development Agreement, under the heading "Governing Law", shall be amended by the addition of the following statement added after the end of the last sentence of Article 18.F. of the Franchise Agreement and Section 7.5 of the Development Agreement:
Illinois Addendum: Illinois law governs the agreements between the parties to this franchise.
Section 4 of the Illinois Franchise Disclosure Act Provides that any provision in a Franchise Agreement that designates jurisdiction or venue outside the State of Illinois is void. However, a Franchise Agreement may provide for arbitration in a venue outside Illinois.
Your rights upon termination and non-renewal of a Franchise Agreement are set forth in Sections 19 and 20 of the Illinois Franchise Disclosure Act.
Section 41 of the Illinois Franchise Disclosure Act Provides that any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act, or any other law of Illinois is void
- Article 18.G. of the Franchise Agreement, and if Franchisee executes a Development Agreement, Section 7.6 of the Development Agreement, under the heading "Choice of Law, Non-Binding Mediation, Binding Arbitration, and Consent to Jurisdiction", shall be amended by the addition of the following statement added after the end of the last sentence of Article 18.G.
Source: Item 23 — RECEIPTS (FDD pages 55–263)
What This Means (2025 FDD)
According to the 2025 Mrcool Franchise Disclosure Document, the franchise agreement is subject to variances based on state laws. Item 23 includes state-specific amendments that address inconsistencies between the standard Mrcool franchise agreement and the franchise laws of certain states. These amendments modify specific articles and sections of the agreement to ensure compliance with local regulations. These modifications can cover a range of topics, including waivers, governing law, jurisdiction, and franchisee rights upon termination or non-renewal.
For example, the California amendment addresses waivers and disclaimers, deleting Article 18.Q of the Franchise Agreement and modifying Article 18.R. Similarly, the North Dakota amendment modifies Articles 6, 15, 16, and 18, addressing issues such as general releases, termination, liquidated damages, covenants not to compete, jurisdiction, choice of law, jury trial waivers, and waivers of exemplary and punitive damages. The Illinois amendment modifies Article 18.F and 18.G of the Franchise Agreement, addressing governing law and consent to jurisdiction. The Washington State amendment addresses mediation, arbitration, conflict of laws, waivers, transfer fees, and non-competition agreements.
These state-specific amendments are crucial for prospective Mrcool franchisees. They ensure that the franchise agreement complies with local laws, protecting the franchisee's rights and providing a legal framework that is enforceable in their state. Franchisees should carefully review the amendment for their specific state to understand how the standard franchise agreement is modified and what rights and obligations they have under local law. This also highlights the importance of consulting with a franchise attorney to fully understand the implications of the franchise agreement and any state-specific amendments.
The presence of these state-specific amendments reflects Mrcool's effort to comply with varying franchise laws across different states. However, the FDD does not provide an exhaustive list of all possible variances or address specific scenarios beyond the listed amendments. Therefore, prospective franchisees should seek legal counsel to assess how the franchise agreement and its amendments apply to their specific circumstances and to ensure they are fully aware of their rights and obligations under the law.