Does the Minnesota addendum supersede other terms in documents executed with the Pearce Bespoke franchise?
Pearce_Bespoke Franchise · 2025 FDDAnswer from 2025 FDD Document
The following modifications are made to this Disclosure Document given to you and may supersede certain portions of the Franchise Agreement between you and us dated as of the Effective Date set forth in your Franchise Agreement. When the term "Franchisor's Choice of Law State" is used, it means the laws of the state of North Carolina, subject to any modifications as set forth in the addenda below. When the term "Supplemental Agreements" is used, it means Area Development Agreement.
Certain states have laws governing the franchise relationship and franchise documents. Certain states require modifications to the FDD, Franchise Agreement and other documents related to the sale of a franchise. These State Specific Addenda ("Addenda") modify the agreements and all related agreements to comply with the state's laws. The terms of these Addenda will only apply if you meet the requirements of the applicable state, independent of your signing the appropriate Addenda. The terms of the Addenda will override any inconsistent provision in the FDD, Franchise Agreement, or any Supplemental Documents. These Addenda are only applicable to the following states: California, Hawaii, Illinois, Iowa, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Ohio, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin. The Addenda applies to all related agreements.
Source: Item 22 — CONTRACTS (FDD page 39)
What This Means (2025 FDD)
According to Pearce Bespoke's 2025 Franchise Disclosure Document, the State Specific Addenda, including the Minnesota addendum, may supersede certain portions of the Franchise Agreement. These addenda modify the agreements to comply with state laws. The terms of the Minnesota Addendum will only apply if the franchisee meets the requirements of Minnesota, irrespective of signing the addendum.
The FDD states that the terms of the Addenda will override any inconsistent provision in the FDD, Franchise Agreement, or any Supplemental Documents. This means that if there is a conflict between the standard Pearce Bespoke franchise agreement and the Minnesota addendum, the terms of the addendum will take precedence. This is to ensure that the franchise agreement complies with Minnesota law.
For a prospective Pearce Bespoke franchisee in Minnesota, this is beneficial because it ensures that the franchise agreement adheres to Minnesota state law, even if the standard agreement contains conflicting terms. Franchisees should carefully review the Minnesota addendum and understand how it modifies the standard franchise agreement. Franchisees should also seek legal counsel to fully understand their rights and obligations under the franchise agreement and the Minnesota addendum.