What state's laws govern the Aplus Franchise Agreement, excluding conflicts with the U.S. Trademark Act or other federal law?
Aplus Franchise · 2024 FDDAnswer from 2024 FDD Document
Nothing in the Franchise Agreement or any related agreement is intended to disclaim the representations we made in the franchise disclosure document.
- b) Except to the extent this Agreement or any particular dispute is governed by the U.S.
Trademark Act of 1946 or other federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Texas (without reference to its conflict of laws principles).
References to a governmental agency also refer to any regulatory body that succeeds the function of such agency.
- c) Any action brought by either party, shall only be brought in the appropriate state or federal court located in or serving the judicial district in which Franchisor maintains its principal business address, currently Dallas County, Texas.
The parties waive all questions of personal jurisdiction or venue for the purposes of carrying out this provision.
Claims for injunctive relief may be brought by Company where Franchisee is located.
This exclusive choice of jurisdiction and venue provision shall not restrict the ability of the parties to confirm or enforce judgments in any appropriate jurisdiction.
d) Individual agrees if any legal proceedings are brought for the enforcement of this Agreement, each party shall pay its own attorneys' fees and other costs related to such enforcement.
e) This Agreement shall be effective as of the date this Agreement is executed and shall be binding upon the successors and assigns of Individual and shall inure to the benefit of Franchisee, its subsidiaries, successors and assigns.
Company is an intended third party beneficiary of this Agreement with the independent right to enforce the confidentiality and non-disclosure provisions contained herein.
f) The failure of either party to insist upon performance in any one or more instances upon performance of any terms and conditions of this Agreement shall not be construed a waiver of future performance of any such term, covenant or condition of this Agreement and the obligations of either party with respect thereto shall continue in full force and effect.
g) The Section headings in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement.
Source: Item 23 — RECEIPT (FDD pages 68–302)
What This Means (2024 FDD)
According to Aplus's 2024 Franchise Disclosure Document, the laws of the State of Texas govern the Aplus Franchise Agreement. This is with the exception of situations where the U.S. Trademark Act of 1946 or other federal laws apply to the agreement or a specific dispute. In those cases, federal law would take precedence. The agreement is to be construed in accordance with Texas law, without considering its conflict of laws principles. This means that if there is a legal dispute, a Texas court would apply Texas law, regardless of whether the parties or the events leading to the dispute have connections to other states.
This clause is important for prospective Aplus franchisees because it establishes the legal framework within which the franchise agreement will be interpreted and enforced. Franchisees should be aware that any legal disputes arising from the franchise agreement, except those governed by federal law, will be subject to Texas law. This includes matters such as contract interpretation, breach of contract claims, and other related issues. Franchisees should familiarize themselves with the relevant aspects of Texas law to understand their rights and obligations under the franchise agreement.
Furthermore, any legal action brought by either Aplus or the franchisee must be initiated in the appropriate state or federal court located in or serving the judicial district where Aplus maintains its principal business address, which is currently Dallas County, Texas. Both parties waive any objections to personal jurisdiction or venue in that location. However, Aplus can bring claims for injunctive relief in the jurisdiction where the franchisee is located. This means that while most legal proceedings will occur in Texas, Aplus retains the right to seek immediate court orders (injunctions) in the franchisee's local jurisdiction to prevent certain actions that could harm the Aplus brand or business.