What state's law governs the construction and enforcement of the All County Franchise Agreement?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Governing Law and Jurisdiction. This Agreement will be construed and enforced in accordance with the law of the State of Florida.
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- Attorneys' Fees. All rights and remedies under this Agreement shall be cumulative and none shall exclude any other right or remedy allowed by law. In the event of a breach of this Agreement that requires one of the parties to enforce the terms and conditions of this Agreement, the non-prevailing party shall pay the prevailing party's attorneys' fees and costs incurred by reason of the breach.
Source: Item 22 — Contracts (FDD page 43)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, the Franchise Agreement will be construed and enforced in accordance with the law of the State of Florida. This is explicitly stated in the standard agreement. However, addenda for specific states like Illinois, California, Maryland, and Virginia modify this general rule.
For franchisees in Illinois, Illinois law governs the agreements, and any provision designating jurisdiction and venue outside of Illinois is void, although arbitration may occur outside the state. California's addendum indicates that the application of Florida laws, as stated in the standard agreement, may not be enforceable under California law. Similarly, the Maryland and Virginia addenda include provisions to ensure compliance with their respective state statutes and regulations, potentially overriding aspects of the standard Franchise Agreement.
Prospective franchisees should carefully review the addendum specific to their state to understand how it modifies the general governing law provision. It is important to note that while the standard agreement specifies Florida law, state-specific addenda can introduce significant exceptions and modifications to ensure compliance with local franchise laws. Franchisees should seek legal counsel to fully understand the implications of these provisions in their specific state.