Are laws regulating the offer or sale of franchises applicable to the All Team franchise agreement?
All_Team Franchise · 2025 FDDAnswer from 2025 FDD Document
However, any law regulating the offer or sale of franchises, business opportunities or similar interests or governing the relationship between a franchisor and a franchisee or any similar relationship (including the Florida Sales of Business Opportunities Act and the Florida Deceptive and Unfair Trade Practices Act), will not apply unless its jurisdictional requirements are met independently without reference to this Section XIX.H.
If, however any provision of this Agreement would not be enforceable under the laws of Florida, and if the Agency is located outside of Florida and the provision would be enforceable under the laws of the State in which the Agency is located, then the provision in question (and only that provision) will be interpreted and construed under the laws of the State where the Agency is located.
ATFC may institute any action arising out of or relating to this Agreement in any state or federal court of general
jurisdiction in the State of Florida, and FRANCHISEE and guarantors irrevocably submit to their jurisdiction and waive any objection to the application of Florida law or to the jurisdiction or venue in those Florida courts.
If any valid applicable law or regulation [in effect at the time this Agreement is executed] of a governmental authority having jurisdiction over this Agreement limits ATFC's rights, including but not limited to the rights of rescission or termination or require longer notice periods than set forth herein, this Agreement shall be deemed amended to conform to the minimum notice periods or restrictions upon rescission or termination required by such laws or regulations.
The provisions of this Agreement which conflict with the applicable law shall (only to the extent not in accordance with applicable law) be ineffective, and in their stead, ATFC shall comply with applicable law respecting each of said matters.
If a state regulator requires an amendment to this Agreement, the amendment is attached hereto in a State Law Addendum as Exhibit II.
ATFC shall not, however, be precluded from contesting the validity, enforceability, or applicability of such laws or regulations in any action relating to this Agreement or to its rescission or termination.
Source: Item 22 — CONTRACTS (FDD pages 33–34)
What This Means (2025 FDD)
According to All Team's 2025 Franchise Disclosure Document, the franchise agreement is generally governed by Florida law, but laws regulating the offer or sale of franchises, business opportunities, or similar interests, and laws governing the franchisor-franchisee relationship, will apply if their jurisdictional requirements are met independently. This means that if a state's franchise laws have specific requirements that apply to the All Team franchise, those laws will be followed in that state, regardless of the Florida law provision.
For a prospective All Team franchisee, this means that the franchise agreement's terms may be subject to certain state-specific franchise laws, even though the agreement itself is drafted under Florida law. These state laws could cover aspects such as franchise sales, franchisee rights, and the franchisor-franchisee relationship. For example, the New York State Law Addendum and the Virginia State Law Addendum included in the FDD outline specific provisions of New York and Virginia law that supersede the standard franchise agreement terms for franchisees in those states.
All Team may still contest the validity, enforceability, or applicability of such laws or regulations. Additionally, if any provision of the agreement is unenforceable under Florida law but enforceable under the laws of the state where the All Team agency is located outside of Florida, then the law of the agency's state will govern that specific provision. Franchisees should carefully review any state-specific addenda and understand how local laws may impact their rights and obligations under the franchise agreement.
In practical terms, this clause ensures that All Team franchisees receive the protections afforded to them by their state's franchise laws, regardless of the general choice of Florida law in the franchise agreement. This is a common practice in franchising to ensure compliance with varying state regulations designed to protect franchisees.