What state's laws govern the Aunt Millies Bakeries distribution agreement?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
- §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 Aunt Millies Bakeries's 2025 Franchise Disclosure Document, the distribution agreement is governed by the laws of Indiana. Specifically, the agreement's interpretation, validity, and performance are subject to Indiana law, regardless of its choice of law provisions. This means that any legal disputes or questions regarding the agreement will be resolved according to Indiana's legal principles.
However, the FDD stipulates that neither the Indiana Franchise Law nor the Indiana Deceptive Franchise Practices Act applies to matters arising under the agreement, unless the jurisdictional requirements for applying such laws are met independently. This carve-out suggests that while Indiana law generally governs, specific franchise-related statutes might not be applicable unless other conditions are satisfied.
This clause is typical in franchise agreements to establish a clear legal framework. Prospective Aunt Millies Bakeries distributors should understand that they may need to familiarize themselves with Indiana law and potentially resolve disputes in Indiana, which could have implications for legal costs and convenience.