What law governs the agreements between a distributor and Aunt Millies Bakeries?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
tment shall survive the death or disability of DISTRIBUTOR or the termination of this Agreement.
§12.7 ACQUISITIONS: Notwithstanding anything to the contrary contained herein, this Agreement shall not apply to any products or product lines obtained by AUNT MILLIE'S through acquisition after the date hereof.
§12.8 CONTROLLING LAW: The validity, interpretation and performance of this Agreement shall be controlled by and construed in accordance with the laws of the State of Indiana, without regard to its choice of law provisions. Provided, however, neither the Indiana Franchise Law, Ind. Code Ann.§§ 23-2-2.5-1 to 23-2-2.5-51, nor the Indiana Deceptive Franchise Practices Act, Ind. Code Ann. §§ 23-2-2.7-1 to 23- 2-2.7-7 shall apply to any matter arising under or related to this Agreement unless the jurisdictional prerequisite for application of such law is met independently of this Section 2.8.
§12.9 NECESSARY MODIFICATION: In the event any provision of this Agreement is found to be invalid, contrary to, or in conflict with any applicable present or future law or regulation in a final ruling by any court, agency or tribunal possessing competent jurisdiction, this Agreement shall be deemed modified to the extent necessary
to conform with any such ruling, law or regulation. The remainder of this Agreement shall not be affected thereby and shall remain in full force and effect.
§12.10COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.
§12.11TIME CALCULATION: In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays, and holidays;
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 33–36)
What This Means (2025 FDD)
According to Aunt Millies Bakeries' 2025 Franchise Disclosure Document, Indiana law governs the agreements between Aunt Millie's Bakeries and its distributors. Specifically, Section 12.8 of the agreement states that the validity, interpretation, and performance of the agreement will be controlled by and construed in accordance with the laws of Indiana, without regard to its choice of law provisions.
However, there are exceptions to this general rule. The Indiana Franchise Law and the Indiana Deceptive Franchise Practices Act will not apply to any matter arising under or related to the agreement unless the jurisdictional prerequisite for application of such law is met independently of Section 2.8. This means that while Indiana law generally applies, certain specific Indiana franchise laws will only be applicable if the situation independently meets the requirements for those laws to be invoked.
Additionally, with respect to arbitration matters, the provisions of the Federal Arbitration Act will be controlling, as stated in Section 11.3 of the agreement. This means that while Indiana law governs the overall agreement, federal law takes precedence when it comes to arbitration proceedings. This is a fairly standard clause in franchise agreements, as it ensures consistency with federal law regarding arbitration.