Does the Rhode Island amendment for Pearce Bespoke affect all sections of the Franchise Agreement?
Pearce_Bespoke Franchise · 2025 FDDAnswer from 2025 FDD Document
sor has completed its pre-opening obligations under the franchise agreement.
The Tox FDD 2024 D 79
FRANCHISOR: PEARCE BESPOKE FRANCHISING, LLC Nathan Pearce Chief Executive Officer , (Print Name, Title)
ADDENDUM TO THE PEARCE BESPOKE FRANCHISING LLC FRANCHISE DISCLOSURE DOCUMENT REQUIRED BY THE STATE OF RHODE ISLAND
In recognition of the requirements of the Rhode Island Franchise Investment Act, the Franchise Disclosure Document of The Tox Franchising Group, LLC ("we," "us," or "our") for use in the State of Rhode Island shall be amended to include the following:
- Items 17v. and 17w., under the provisions entitled "Choice of law" and "Choice of forum," shall be supplemented with the following language:
However, you may sue us in Rhode Island for claims arising under the Rhode Island Franchise Investment Act.
- Item 17 shall be supplemented by the addition of the following language at the end of Item 17:
Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act."
- Each provision of this Addendum to the Disclosure Document shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Rhode Island Franchise Investment Act are met independently without reference to this Addendum to the Disclosure Document.
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AMENDMENT TO THE THE PEARCE BESPOKE FRANCHISING LLC FRANCHISE AGREEMENT REQUIRED BY THE STATE OF RHODE ISLAND
In recognition of the requirements of the Rhode Island Franchise Investment Act, the parties to the attached The Tox Franchising Group, LLC Franchise Agreement (the "Franchise Agreement") agree as follows:
- The following language shall be added at the end of Section 20.3 of the Franchise Agreement:
Notwithstanding the above, Rhode Island franchisees are permitted to bring a lawsuit in Rhode Island for claims arising under the Rhode Island Franchise Investment Act.
2.
Source: Item 22 — CONTRACTS (FDD page 39)
What This Means (2025 FDD)
According to the 2025 Pearce Bespoke Franchise Disclosure Document, the Rhode Island amendment does not apply to all sections of the Franchise Agreement. The amendment specifically addresses the sections pertaining to choice of law and forum, as well as adding a clause regarding lawsuits under the Rhode Island Franchise Investment Act.
Specifically, the Rhode Island addendum to the Pearce Bespoke Franchise Disclosure Document supplements Items 17v. and 17w. related to "Choice of law" and "Choice of forum" by allowing franchisees to sue Pearce Bespoke in Rhode Island for claims arising under the Rhode Island Franchise Investment Act. It also adds language to Item 17 stating that any provision restricting jurisdiction or venue to outside of Rhode Island, or requiring the application of other states' laws, is void with respect to claims enforceable under the Rhode Island Franchise Investment Act.
Furthermore, the Rhode Island amendment to the Franchise Agreement adds language to Section 20.3, clarifying that Rhode Island franchisees can bring lawsuits in Rhode Island for claims arising under the Rhode Island Franchise Investment Act, despite any conflicting terms in the agreement. The effectiveness of each provision within the amendment is contingent upon meeting the jurisdictional requirements of the Rhode Island Franchise Investment Act, independent of the amendment itself. This means that the changes apply only to the extent that Rhode Island law would apply anyway, regardless of the amendment.