Are there any exceptions to the choice of law provision in the All Dogs Unleashed agreement?
All_Dogs_Unleashed Franchise · 2025 FDDAnswer from 2025 FDD Document
arbitration provision in this Agreement is unenforceable. Each party agrees that it has had full opportunity to consult with counsel concerning this waiver, and that this waiver is informed, voluntary, intentional, and not the result of unequal bargaining power.
- (b) Damage Waiver. Each of the parties EXPRESSLY WAIVE(S) ANY CLAIM FOR PUNITIVE, MULTIPLE AND/OR EXEMPLARY DAMAGES; except that this waiver and limitation does not apply with respect to (a) your obligation to indemnify us under any provision of this Agreement, or (b) any claims we bring against you and/or your guarantors and/or your owners for unauthorized use of the Marks, unauthorized use or disclosure of any Confidential Information, unfair competition, breach of your confidentiality or non-competition covenants under this Agreement, and/or any cause of action under the Lanham Act, and we are entitled to receive an award of multiple damages, attorneys' fees and all damages as provided by law.
- (c) Each of the parties EXPRESSLY AGREE(S) THAT IN THE EVENT OF ANY FINAL DETERMINATION, ADJUDICATION OR APPLICABLE ENACTMENT OF LAW THAT PUNITIVE, MULTIPLE AND/OR EXEMPLARY DAMAGES MAY NOT BE WAIVED, ANY RECOVERY BY ANY PARTY IN ANY ARBITRATION OR OTHER FORUM MUST NEVER EXCEED 2 TIMES ACTUAL DAMAGES, except that we may recover more than 2 times our actual damages if you commit acts of willful trademark infringement or otherwise violate the Lanham Act, as provided by law.
- (d) No Class or Collective Actions. You agree that any arbitration, or, if applicable, litigation, between you (or any of your owners or guarantors), on the one hand, and us or any All Dogs Unleashed Franchise Related Party, on the other hand, will be on that party's individual claim and that the claim or claims subject to arbitration and/or litigation must not be arbitrated or litigated on a class-wide, associational or collective basis.
Source: Item 23 — RECEIPTS (FDD pages 49–158)
What This Means (2025 FDD)
Based on the 2025 All Dogs Unleashed Franchise Disclosure Document, the arbitration provision within the agreement is not enforceable. The agreement stipulates that both parties acknowledge their opportunity to consult with legal counsel regarding this waiver, confirming it is informed, voluntary, intentional, and not a result of unequal bargaining power.
All Dogs Unleashed includes a waiver of claims for punitive, multiple, and/or exemplary damages. However, this waiver does not apply to the franchisee's obligation to indemnify All Dogs Unleashed or to claims brought by All Dogs Unleashed against the franchisee, their guarantors, or owners for unauthorized use of the Marks, unauthorized use or disclosure of Confidential Information, unfair competition, breach of confidentiality or non-competition covenants, and/or any cause of action under the Lanham Act. In these cases, All Dogs Unleashed is entitled to receive an award of multiple damages, attorneys' fees, and all damages as provided by law.
Furthermore, the agreement specifies that if a final determination or applicable law prevents the waiver of punitive, multiple, and/or exemplary damages, any recovery by any party must not exceed two times actual damages. An exception exists where All Dogs Unleashed may recover more than two times their actual damages if the franchisee commits acts of willful trademark infringement or otherwise violates the Lanham Act, as provided by law. The agreement also prohibits class or collective actions, requiring that any arbitration or litigation be conducted on an individual claim basis.