For All County franchises, what is the significance of the state-specific appendices attached to the Franchise Agreement?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
| FRANCHISE | ||
|---|---|---|
| AGREEMENT | ||
| PROVISION | 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| unless superseded by state law.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 19 — Financial Performance Representations (FDD pages 34–38)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, the state-specific appendices attached to the Franchise Agreement, along with state-specific addendums to the Disclosure Document (Exhibit “D”), address how certain provisions of the agreement may be superseded by state law. These appendices and addendums are important because they modify the standard All County franchise agreement to comply with the specific franchise laws of each state.
The FDD indicates that several key aspects of the Franchise Agreement are subject to applicable state law. These include the integration/merger clause (Section 25.18), dispute resolution (Section 25.12), choice of forum (Section 25.14), and choice of law (Section 25.13). Without these state-specific appendices and addendums, certain provisions of the All County franchise agreement, which is generally governed by Florida law, might conflict with and be unenforceable under the laws of the state where the franchisee is located.
For a prospective All County franchisee, this means carefully reviewing both the standard Franchise Agreement and any state-specific appendices or addendums that apply to their location. These appendices can alter the franchisee's rights and obligations under the agreement, particularly concerning dispute resolution, choice of law, and other legal matters. Understanding these state-specific modifications is crucial for ensuring compliance and protecting the franchisee's interests.
It is also important to note that the Federal Arbitration Act covers arbitration, but even this is subject to applicable state law. Therefore, franchisees should seek legal counsel to fully understand how state laws may impact their All County franchise agreement and their rights within the franchise system.