Which state's laws govern the Aunt Millies Bakeries agreement?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
IN WITNESS WHEREOF, AUNT MILLIE'S and DISTRIBUTOR have caused this Agreement to be duly and properly executed as of the day and year first above written.
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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.
§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.
Source: Item 23 — RECEIPT (FDD pages 44–196)
What This Means (2025 FDD)
According to the 2025 Aunt Millies Bakeries FDD, the agreements are governed by Indiana state law. Specifically, the Buy Back Agreement states that it "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." This means that regardless of where the distributor is located, Indiana law will be used to interpret the agreement.
Similarly, the agreement regarding computer equipment also specifies that it "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." This reinforces that Indiana law is the prevailing legal standard for agreements with Aunt Millies Bakeries.
Furthermore, the distribution agreement states that "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." However, it also notes that neither the Indiana Franchise Law nor the Indiana Deceptive Franchise Practices Act will apply unless the jurisdictional prerequisite for application of such law is met independently of this section. This means that while Indiana law generally applies, certain specific Indiana franchise laws may not apply unless other conditions are met.
This is a common practice in franchising, as franchisors often choose a specific state's laws to govern their agreements to ensure consistency and predictability in legal interpretations. Prospective Aunt Millies Bakeries distributors should be aware of this and, if located outside of Indiana, may want to consult with legal counsel familiar with Indiana law to fully understand their rights and obligations under the agreement.