Which state's laws govern the Anago Subfranchise Rights Agreement, excluding matters governed by the Federal Arbitration Act or other federal law?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
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- GOVERNING LAW. Section 13.5 of the Subfranchise Rights Agreement is deleted and replaced with the following:
- H. GOVERNING LAW. ALL MATTERS RELATING TO ARBITRATION WILL BE GOVERNED BY THE UNITED STATES FEDERAL ARBITRATION ACT (9 U.S.C. §§ 1 ET SEQ.). EXCEPT TO THE EXTENT GOVERNED BY THE FEDERAL ARBITRATION ACT, THE UNITED STATES TRADEMARK ACT OF 1946 (LANHAM ACT, 15 U.S.C. SECTIONS 1051 ET SEQ.), OR OTHER UNITED STATES FEDERAL LAW, THIS AGREEMENT, THE MASTER FRANCHISE, AND ALL CLAIMS ARISING FROM THE RELATIONSHIP BETWEEN US AND YOU WILL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES, EXCEPT THAT (1) ANY STATE LAW REGULATING THE SALE OF FRANCHISES OR GOVERNING THE RELATIONSHIP OF A FRANCHISOR AND ITS FRANCHISE OWNER WILL NOT APPLY UNLESS ITS JURISDICTIONAL REQUIREMENTS ARE MET INDEPENDENTLY WITHOUT REFERENCE TO THIS PARAGRAPH, AND (2) NOTHING IN THIS AGREEMENT WILL ABROGATE OR REDUCE ANY OF YOUR RIGHTS UNDER MINNESOTA STATUTES CHAPTER 80C OR YOUR RIGHT TO ANY PROCEDURE, FORUM OR REMEDIES THAT THE LAWS OF THE JURISDICTION PROVIDE.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the Subfranchise Rights Agreement, excluding matters governed by the Federal Arbitration Act, the United States Trademark Act of 1946 (Lanham Act), or other United States federal law, is governed by the laws of the State of Florida, without regard to its conflict of laws rules. However, this is subject to certain exceptions.
Specifically, any state law regulating the sale of franchises or governing the relationship between a franchisor and its franchise owner will not apply unless its jurisdictional requirements are met independently without reference to this paragraph. Additionally, nothing in the agreement will abrogate or reduce any rights under Minnesota Statutes Chapter 80C or the right to any procedure, forum, or remedies that the laws of the jurisdiction provide.
For prospective Anago subfranchisees, this means that while Florida law generally governs the agreement, certain state-specific franchise laws (like those in Minnesota) may still apply to protect their rights, regardless of the general choice of law. Franchisees should consult with a legal professional to understand how these provisions affect their specific situation and rights under the agreement.