How is Section 3.(f) of the Owner and Spouse Agreement and Guarantee modified for Mrcool franchises?
Mrcool Franchise · 2025 FDDAnswer from 2025 FDD Document
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 New York General Business Law, are met independently without reference to this amendment.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties have duly executed and delivered this New York amendment to the MRCOOL Franchising, LLC Franchise Agreement and, if applicable, the Development Agreement on the same date as the Franchise Agreement and Development Agreement were, respectively, executed.
| Franchisor: MRCOOL Franchising, LLC | Franchisee: | |----------------------------------------|---------------------| | Signature | Signature | | Name and Title (please print) | Name (please print) | | Dated | Dated Signature Name (please print) Dated |
NORTH DAKOTA FRANCHISE AGREEMENT AMENDMENT
Amendments to the MRCOOL Franchise Agreement
In recognition of the North Dakota Franchise Investment Law, Section 51-19, the parties to the attached MRCOOL Franchising, LLC Franchise Agreement (the "Franchise Agreement") agree as follows:
The North Dakota Addendum is only applicable if you are a resident of North Dakota or if your MRCOOL Center outlet will be located within the State of North Dakota.
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- Article 15 of the Franchise Agreement is hereby amended by the addition of the following language: "Provisions requiring North Dakota franchisees to sign a general release upon renewal of the Franchise Agreement are not enforceable in North Dakota."
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- Article 16 of the Franchise Agreement is hereby amended by the addition of the following language: "Provisions requiring North Dakota Franchisees to consent to termination or liquidated damages are not enforceable in North Dakota."
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- Articles 6 and 17 of the Franchise Agreement are hereby amended by the addition of the following language: "Covenants not to compete such as those mentioned above are generally considered unenforceable in the State of North Dakota."
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- Article 18 of the Franchise Agreement is hereby amended by the addition of the following language: "Covenants requiring North Dakota franchisees to consent to the jurisdiction of courts outside of North Dakota may not be enforceable in North Dakota."
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- Article 18 of the Franchise Agreement is hereby amended by the addition of the following language: "for North Dakota Franchisees, North Dakota law shall apply."
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- Article 18 of the Franchise Agreement is hereby amended by the addition of the following language: "Provisions requiring a franchisee to consent to a waiver of trial by jury are not enforceable under Section 51-19-09 of the North Dakota Franchise Investment Law."
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- Article 18 of the Franchise Agreement is hereby amended by the addition of the following language: "Provisions requiring the franchisee to consent to a waiver of exemplary and punitive damages are not enforceable under Section 51-19-09 of the North Dakota Franchise Investment Law."
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- Article 18 of the Franchise Agreement is hereby amended by the addition of the following language: "Provisions requiring a franchisee to consent to a limitation of claims within one year have been determined to be unfair, unjust and inequitable within the intent of Section 51-19-09 of the North Dakota Franchise Investment Law. Therefore, for North Dakota franchisees, the statute of limitations under North Dakota Law will apply."
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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.
[SIGNATURE PAGE TO FOLLOW]
Each provision of this amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of North Dakota Law are met independently without reference to this amendment.
Source: Item 23 — RECEIPTS (FDD pages 55–263)
What This Means (2025 FDD)
Based on the 2025 Mrcool Franchise Disclosure Document, there are amendments to the Owner and Spouse Agreement and Guarantee for franchisees in Washington, North Dakota, and Minnesota.
For Washington State, the FDD does not specify modifications to section 3.(f) of the Owner and Spouse Agreement and Guarantee.
For North Dakota, the FDD does not specify modifications to section 3.(f) of the Owner and Spouse Agreement and Guarantee. However, it does state that provisions requiring North Dakota franchisees to sign a general release upon renewal of the Franchise Agreement are not enforceable in North Dakota. Additionally, provisions requiring a franchisee to consent to a waiver of trial by jury or exemplary and punitive damages are not enforceable under Section 51-19-09 of the North Dakota Franchise Investment Law.
For Minnesota, Article 14.C. of the Franchise Agreement, under the heading "Conditions for Approval of Transfer," subarticle 14.C(6) is supplemented with 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 Minnesota Franchise Act, Minn. Stat. Section 80C.14 et seq. and Minnesota Rules 2860.4400(D), shall remain in force; it being the intent of this provision that the non-waiver provisions of the Minnesota Rules 2860.4400(D) be satisfied; and". Article 15.B. of the Franchise Agreement, under the heading "Conditions for Renewal," subarticle 15.B(8) is supplemented with 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 Minnesota Franchise Act, Minn. Stat. Section 80C.14 et seq. and Minnesota Rules 2860.4400(D), shall remain in force; it being the intent of this provision that the non-waiver provisions of the Minnesota Rules 2860.4400(D) be satisfied; and". Minnesota law provides a franchisee with certain termination and non-renewal rights. Minn. Stat. Sect. 80C.14 Subdivisions 3, 4, and 5 require, except in certain specified cases, that franchisee be given 180 days-notice of nonrenewal of this Agreement by Franchisor.