Where will arbitration take place for disputes with Annex Brands?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
Except as provided in the previous sentence, any and all controversies, disputes or claims between Franchisor (and/or its subsidiaries and affiliates, and their respective shareholders, officers, directors, agents, employees and attorneys in their representative capacity, if applicable) and Franchisee (and/or its owners, guarantors and employees, if applicable) arising out of or related to:
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- this Agreement or any other agreement between the parties or any provision of such agreements;
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- the relationship of the parties hereto;
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- the validity of this Agreement or any other agreement between the parties or any provision of such agreements;
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- any specification, standard or procedure relating to the establishment or operation of the Center;
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- a request for monetary relief concerning any lease of real estate; and/or
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- enforcement of and/or relief under any provision in Sections 15 and 16 of this Agreement, including any claims for loss of goodwill and related damages
will be submitted to the American Arbitration Association for arbitration, as the parties' sole and exclusive remedy, on demand of either party. The arbitration will take place in person in San Diego, California and, except as otherwise provided in this Agreement, will be conducted by 1 arbitrator in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association, including the Optional Rules for Emergency Measures of Protection of the American Arbitration Association. All matters within the scope of the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) will be governed by that Act. All other matters related to the Franchise, this Agreement and the relationship between Franchisor and Franchisee will be governed by: the laws of California to the extent that the matters are within the scope of such laws, except the in-term and post-term covenants found in Subsection 16.D of this Agreement, which will be governed by the law of the jurisdiction in which the Center is located; and the franchise or business opportunity registration, disclosure or relationship laws of other jurisdictions to the extent that the matters are within the scope of such laws.
Source: Item 22 — Contracts (FDD pages 109–110)
What This Means (2025 FDD)
According to Annex Brands' 2025 Franchise Disclosure Document, any disputes between Annex Brands and a franchisee will be submitted to the American Arbitration Association for arbitration as the sole and exclusive remedy if either party demands it. The in-person arbitration will occur in San Diego, California, and be conducted by one arbitrator. The arbitration will follow the American Arbitration Association's then-current Commercial Arbitration Rules, including the Optional Rules for Emergency Measures of Protection.
The document specifies that the Federal Arbitration Act governs all matters within its scope. All other matters related to the franchise, the agreement, and the relationship between Annex Brands and the franchisee will be governed by California law, except for in-term and post-term covenants in Subsection 16.D of the agreement, which will be governed by the law of the jurisdiction where the center is located. Additionally, franchise or business opportunity registration, disclosure, or relationship laws of other jurisdictions will apply to matters within their scope.
However, there are exceptions for franchisees in Illinois and Minnesota. The Illinois State Rider to the Franchise Agreement states that while Illinois law governs the agreement, any provision designating jurisdiction and venue outside of Illinois is void. The agreement may still provide for arbitration outside of Illinois. The Minnesota State Rider prohibits Annex Brands from requiring arbitration to be conducted outside Minnesota and ensures that nothing in the agreement reduces any of the franchisee's rights under the Minnesota Franchises Act.