Does the 360 Painting FDD specify any exceptions to the choice of law provision?
360_Painting Franchise · 2025 FDDAnswer from 2025 FDD Document
ed in the attached Franchise Disclosure Document which are amended by virtue of the Indiana law.
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- The Franchise Agreement and related documents by and between us and you, as an Indiana franchisee, will be governed by Indiana law and not the law of the Commonwealth of Virginia.
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- You, as an Indiana franchisee, have the right to litigate in Indiana and are not restricted to the requirements in the Franchise Agreement to sue only in Albemarle Virginia.
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- The covenants of non-competition with respect to you, as an Indiana franchisee, will be limited to an area equal to the protected area granted to you and other Franchisees.
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- Indiana law prohibits a prospective general release of claims subject to the Indiana Deceptive Franchise Practices Law.
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- The reservation of rights to any specified remedy or limitation of remedies available to you, as an Indiana franchise, contained in Sections 19.1 and 27.4 of the Franchise Agreement is subject to the provisions of the Indiana Deceptive Franchise Practices Law [IC 23-2-2.7-1(10)].
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- The Sections in the Franchise Agreement that relate to termination, non-renewal, governing law, venue for litigation, modification, covenants not to compete and any limitations period for bringing claims are only applicable to the extent they are not inconsistent with or prohibited by Indiana law. Indiana law will control to the extent of any inconsistency or prohibition.
AMENDMENT TO 360 PAINTING, LLC FRANCHISE AGREEMENT FOR THE STATE OF INDIANA
("Franchisee" or "you") and 360 Painting, LLC ("Franchisor"), dated (the the Franchise Agreement (the "Amendment"). "Franchise Agreement") shall be amended by the following, which should be considered an integral part of Indiana Law Modification through 23-2-2-2.5-51, the parties to the Franchise Agreement agree as follows: In recognition of the requirements of the Indiana Deceptive Franchise Practices Law, Indiana Code §§ 23- 2-2.7-1 through 23-2-2.7-10, and the Indiana Franchise Disclosure Law, Indiana Code §§ 23-2-2-2.5-1 1. inconsistent with the terms of the Franchise Agreement. If any of the provisions of the Franchise Agreement concerning termination and non-renewal, governing law, venue for litigation or arbitration, modification, covenants not to compete or any limitations period on the time in which claims may be brought are inconsistent with either the Indiana Deceptive Franchise Practices Law or the Indiana Franchise Disclosure Law, then such laws will apply to the extent 2. Sections 3.2(viii) and 17.4(iii) of the Franchise Agreement each contain a provision requiring a extent inconsistent with the Indiana Deceptive Franchise Practices Law, IC § 23-2-2.7-1(5). general release as a condition to renewal or transfer of the franchise. Each provision is inapplicable to the 3. No representation or acknowledgment by the Franchisee in the Franchise Agreement is intended to and protections provided in the Indiana Franchise or shall act as a release, assignment, novation, waiver or estoppel to deprive the Franchisee of the rights under the Indiana Deceptive Franchise Practices Law. Disclosure Law or to relieve any person of any liability 4.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 42–46)
What This Means (2025 FDD)
According to the 2025 360 Painting Franchise Disclosure Document, the franchise agreement is generally governed by the laws of the Commonwealth of Virginia. However, there are exceptions to this rule for franchisees in certain states, including Indiana, Maryland, and New York.
For Indiana franchisees, the franchise agreement and related documents will be governed by Indiana law, allowing franchisees to litigate in Indiana, regardless of the Virginia law mentioned in the agreement. The Indiana Deceptive Franchise Practices Law takes precedence over inconsistent provisions in the franchise agreement, particularly concerning termination, non-renewal, governing law, venue for litigation, modification, covenants not to compete, and limitations periods for bringing claims.
For Maryland franchisees, they may bring lawsuits in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law. Any claims under this law must be brought within 3 years after the franchise grant. The general release required for renewal, sale, or transfer will not apply to liabilities under the Maryland Franchise Registration and Disclosure Law. No statement signed by a franchisee can waive claims under state franchise law or disclaim reliance on franchisor statements.
For New York franchisees, the choice of law provision does not waive any rights conferred by the General Business Law of New York State, Article 33. The general release required for renewal or transfer excludes claims arising under the General Business Law of New York State, Article 33, Sections 680 through 695, and its regulations. These exceptions ensure that franchisees' rights under state-specific franchise laws are protected, regardless of the general choice of law provision in the franchise agreement.