Is the choice of law for the All County franchise agreement subject to any exceptions?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
| SECTION IN | ||
|---|---|---|
| FRANCHISE | ||
| PROVISION | AGREEMENT | SUMMARY |
| t. Integration/merger clause | 25.18 | Only the terms of the Franchise Agreement are |
| binding (subject to applicable state law). Any | ||
| representations or promises made outside the | ||
| Disclosure Document and Franchise | ||
| Agreement may not be enforceable. | ||
| u. Dispute resolution by arbitration or mediation | 25.12 | All disputes resolved by mediation or arbitration except for actions for declaratory or equitable relief, actions in ejectment or for possession of any interest in real or personal property, or actions which by applicable law can’t be arbitrated. This provision is subject to applicable state law. |
| v. Choice of forum | 25.14 | Applicable law is that of the State of Florida, |
| unless superseded by state law. State specific | ||
| appendices are attached to the Franchise | ||
| Agreement, and state specific addendums to | ||
| the Disclosure Document are attached as | ||
| Exhibit “D”. This provision is subject to | ||
| APPLICABLE state law. | ||
| w. Choice of law | 25.13 | Florida, except for arbitration which is |
| covered by the Federal Arbitration Act. State | ||
| specific appendices are attached to the | ||
| Franchise Agreement and state specific | ||
| addendums to the Disclosure Document are | ||
| attached as Exhibit “D”. This provision is | ||
| subject to APPLICABLE state law. |
Source: Item 17 — Renewal, Termination, Transfer, and Dispute Resolution (FDD pages 31–34)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, the franchise agreement specifies that Florida law governs the agreement, except for arbitration matters, which are covered by the Federal Arbitration Act. However, this choice of law is subject to applicable state law, meaning that certain state laws may supersede the agreement's choice of Florida law. Specifically, for franchisees in New York, the choice of law does not waive any rights conferred upon the franchisor or franchisee by Article 33 of the General Business Law of the State of New York. This ensures that the non-waiver provisions of General Business Law Sections 687(4) and 687(5) are satisfied.
This means that while the All County franchise agreement is generally interpreted under Florida law, franchisees should be aware that their local state laws may provide additional protections or have specific requirements that take precedence. For instance, New York franchisees retain all rights and causes of action arising from Article 33 of the General Business Law, regardless of the Florida choice of law provision.
Prospective franchisees should consult with a legal professional to understand how the choice of law and any state-specific addenda affect their rights and obligations under the All County franchise agreement. This is particularly important for franchisees in states like New York and Virginia, where specific addenda modify the standard franchise agreement to comply with local franchise laws.