What state's law governs the Agreements with Aunt Millies Bakeries?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
| w | Choice of law | §12.8 | Indiana law applies to the Agreements with Aunt Millie’s Bakeries; New York law applies to the Agreements with DSA (subject to state law) |
- §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.
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- CONSTRUCTION: This Agreement shall, in all respects, be governed by and construed in accordance with the laws of the State of Indiana, without regard to Indiana's choice of law provisions.
- 5. CONSTRUCTION: This Agreement shall, in all respects, be governed by and construed in accordance with the laws of the State of Indiana, without respect to choice of law rules. This Agreement shall, in all respects, be governed and construed in accordance with the laws of the State of Indiana without respect to choice of law rules.
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, the laws of Indiana govern the Agreements with Aunt Millie's Bakeries. Specifically, the validity, interpretation, and performance of the Buy Back Agreement and agreements related to computer equipment are controlled and construed in accordance with Indiana law, without regard to its choice of law provisions. This means that any legal disputes or questions regarding these agreements will be resolved based on Indiana's legal principles.
However, there are exceptions. 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 suggests that while Indiana law generally applies, certain specific Indiana franchise laws may not be applicable unless other conditions are met.
Furthermore, the FDD states that New York law applies to the Agreements with DSA (subject to state law). It is important for prospective franchisees to understand which agreements are governed by Indiana law versus those governed by New York law, as this could impact their legal rights and obligations. Franchisees should consult with a legal professional to fully understand the implications of these choice of law provisions.