Does the Alloy franchise agreement specify which state's conflict of laws provisions are excluded when interpreting the agreement?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
rea Development Agreement to the contrary, the Agreement is amended as follows:
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- Section 3, Development Fee, is amended to include the following statement: The Virginia State Corporation Commission's Division of Securities and Retail Franchising requires us to defer payment of the initial franchise fee and other initial payments owed by franchisee to the franchisor until the franchisor has completed its pre-opening obligations under the area development agreement.
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- In all other respects, the Area Development Agreement will be construed and enforced according to its terms.
Each of the undersigned hereby acknowledges having read and understood this Addendum and consents to be bound by all of its terms.
FRANCHISOR: Alloy Personal Training, LLC DEVELOPER:
WASHINGTON ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT, THE FRANCHISE AGREEMENT, AND ALL RELATED AGREEMENTS
The provisions of this Addendum form an integral part of, are incorporated into, and modify the Franchise Disclosure Document, the franchise agreement, and all related agreements regardless of anything to the contrary contained therein. This Addendum applies if: (a) the offer to sell a franchise is accepted in Washington; (b) the purchaser of the franchise is a resident of Washington; and/or (c) the franchised business that is the subject of the sale is to be located or operated, wholly or partly, in Washington.
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- Conflict of Laws. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW will prevail.
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- Franchisee Bill of Rights. RCW 19.100.180 may supersede provisions in the franchise agreement or related agreements concerning your relationship with the franchisor, including in the areas of termination and renewal of your franchise. There may also be court decisions that supersede the franchise agreement or related agreements concerning your relationship with the franchisor.
Source: Item 23 — RECEIPTS (FDD pages 69–245)
What This Means (2025 FDD)
According to the 2025 Alloy Franchise Disclosure Document, the franchise agreement specifies conflict of law provisions for franchisees in Washington, Illinois, and Minnesota.
For Washington franchisees, the addendum states that in the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW, will prevail. This means that if there is a disagreement between the franchise agreement and Washington state law, the state law will be followed.
For Illinois franchisees, Illinois law governs the Franchise Agreement. Additionally, any provision in a franchise agreement that designates jurisdiction or venue outside the State of Illinois is void, although the agreement may allow for arbitration to take place outside of Illinois. For Minnesota franchisees, Minn. Stat. Sec. 80C.21 and Minn. Rule 2860.4400J prohibit Alloy from requiring litigation to be conducted outside of Minnesota, and no release language in the Franchise Agreement shall relieve Alloy from liability imposed by the laws concerning franchising of the State of Minnesota.