If there are inconsistencies between the Pearce Bespoke Disclosure Document and the Maryland Franchise Registration and Disclosure Law, what happens to the inconsistent provisions?
Pearce_Bespoke Franchise · 2025 FDDAnswer from 2025 FDD Document
The Office of Attorney General for the State of Maryland requires that certain provisions contained in franchise documents be amended to be consistent with Maryland Franchise Registration and Disclosure Law, Md. Code Ann., Bus. Reg. § 14-201 et seq., and of the Rules and Regulations promulgated under the Act (collectively the "Maryland Franchise Law"). To the extent that this Disclosure Document or Franchise Agreement contains provisions that are inconsistent with the following, such provisions are hereby amended:
- No requirement that you agree to any release, assignment, novation, estoppel or waiver of liability as a condition to your purchasing a Pearce Bespoke franchise shall act as a release, estoppel or waiver of any liability under the Maryland Franchise Law.
2. Item 17 is amended to state:
- (a) Any claims arising under the Maryland Franchise Law must be brought within three (3) years after the grant of the franchise.
- (b) Any general release required by the terms and conditions of the Franchise Agreement as a condition of renewal, assignment or transfer shall not apply to any liability under the Maryland Franchise Law.
- (c) Our right to terminate you upon your bankruptcy may not be enforceable under federal bankruptcy law (11 U.S.C. §101 et. seq.).
- (d) Nothing herein shall waive your right to file a lawsuit alleging a cause of action arising under the Maryland Franchise Law in any court of competent jurisdiction in the State of Maryland.
Source: Item 22 — CONTRACTS (FDD page 39)
What This Means (2025 FDD)
According to Pearce Bespoke's 2025 Franchise Disclosure Document, if there are inconsistencies between the Disclosure Document or Franchise Agreement and the Maryland Franchise Registration and Disclosure Law, the inconsistent provisions are amended or deleted to comply with Maryland law. Specifically, the FDD states that any provisions that are inconsistent with the Maryland Franchise Law are amended to align with the state law.
Several specific amendments are outlined to ensure compliance. For example, any requirement that a franchisee agrees to a release, assignment, novation, estoppel, or waiver of liability as a condition of purchasing a Pearce Bespoke franchise will not act as a release, estoppel, or waiver of liability under Maryland Franchise Law. The FDD also clarifies that any general release required for renewal, assignment, or transfer of the franchise does not apply to liabilities under the Maryland Franchise Law. Additionally, Pearce Bespoke's right to terminate a franchise upon bankruptcy may not be enforceable under federal bankruptcy law.
Furthermore, the Pearce Bespoke Franchise Agreement is amended to ensure that franchisees retain the right to file lawsuits in Maryland courts for causes of action arising under the Maryland Franchise Law, and that any claims arising under the Maryland Franchise Law must be brought within three years after the grant of the franchise. These amendments collectively ensure that the franchise agreement adheres to Maryland law, providing franchisees with specific protections and rights within the state.