What is the Pearce Bespoke franchisee's obligation regarding signing the Maryland Amendment?
Pearce_Bespoke Franchise · 2025 FDDAnswer from 2025 FDD Document
In recognition of the requirements of the Maryland Franchise Registration and Disclosure Law, Md. Code Ann., Bus. Reg. § 14-201 et seq., and of the Rules and Regulations promulgated thereunder, the parties to the attached Pearce Bespoke Franchise Agreement (the "Franchise Agreement") agree as follows:
-
IN WITNESS WHEREOF, the parties hereto have duly executed this Maryland Amendment to the Franchise Agreement on the same date as that on which the Franchise Agreement was executed.
Source: Item 22 — CONTRACTS (FDD page 39)
What This Means (2025 FDD)
According to the 2025 Pearce Bespoke FDD, the franchisee is required to sign the Maryland Amendment to the Franchise Agreement. This amendment acknowledges and agrees to the requirements of the Maryland Franchise Registration and Disclosure Law. The amendment is executed on the same date as the original Franchise Agreement, indicating it's a concurrent and necessary part of the franchising process for locations within Maryland. This ensures that the franchise agreement complies with Maryland law.
The Maryland Amendment specifically addresses certain provisions within the franchise documents to ensure consistency with Maryland Franchise Law. It clarifies that no requirement for the franchisee to agree to a release, assignment, novation, estoppel, or waiver of liability can act as a release of liability under Maryland Franchise Law. This protects the franchisee's rights under Maryland law, preventing them from inadvertently waiving their legal protections.
Furthermore, the amendment modifies specific items, such as Item 17, to align with Maryland law. For example, it stipulates that claims arising under Maryland Franchise Law must be brought within three years after the franchise grant and that general releases required for renewal, assignment, or transfer do not apply to liabilities under Maryland Franchise Law. It also addresses the enforceability of termination upon bankruptcy under federal law and preserves the franchisee's right to file lawsuits in Maryland courts regarding causes of action under Maryland Franchise Law.
Several clauses within the standard franchise agreement that might conflict with Maryland law are superseded by the amendment. This includes statements or acknowledgments that could be interpreted as a waiver of claims under state franchise law or a disclaimer of reliance on statements made by the franchisor. The amendment ensures that franchisees operating in Maryland retain their rights and protections under Maryland Franchise Law, regardless of conflicting terms in the standard franchise agreement.