Which state's laws govern the interpretation and construction of the agreement with Aunt Millies Bakeries?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
s Article, AUNT MILLIE's may withhold rental payments, and if LESSOR fails to take reasonable steps to comply after notice from AUNT MILLIE'S , AUNT MILLIE'S shall be entitled to terminate this Clothing Advertising Agreement on ten (10) days notice to LESSOR and LESSOR shall immediately make the clothing available to AUNT MILLIE'S for the purpose of having the advertising materials removed.
- 3. RESTRICTED USE: This Agreement shall not be interpreted or construed by either party to authorize or license the LESSOR to use the tradenames or trademarks of AUNT MILLIE'S in any way other than as set forth in paragraphs 1 and 2 above, nor authorize either party to act as agent or employee of the other.
- 4. TERM: LESSOR may terminate this Agreement on thirty (30) days written notice to AUNT MILLIE'S and, in any case, it shall automatically terminate on any termination of the Distribution Agreement previously entered into between the parties or the sale or transfer of the delivery vehicle or all of the Distribution Rights to which that Agreement applies.
- 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.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above written.
PERFECTION BAKERIES, INC. (DISTRIBUTOR'S CORP)
By:__________________________ By:_______________________ President President
Exhibit F Buy Back Agreement
PERFECTION BAKERIES, INC. BUY BACK AGREEMENT
| T HIS BUY BACK AGREEMENT is made effective, |
|---|
| 20 |
| by and between |
| PERFECTION BAKERIES, INC., d/b/a |
| AUNT MILLIE'S, an Indiana business corporation with its principal |
| office at 350 Pearl Street, Fort Wayne, Indiana 46802 |
| (herein referred to |
| as "AUNT MILLIE'S") and (DISTRIBUTOR'S CORPORATE NAME), a |
| business corporation with its principal office at (DISTRIBUTOR'S |
| ADDRESS), (herein referred to as "DISTRIBUTOR"). |
Source: Item 23 — RECEIPT (FDD pages 44–196)
What This Means (2025 FDD)
According to Aunt Millies Bakeries' 2025 Franchise Disclosure Document, several agreements specify that Indiana law governs their interpretation and construction. Specifically, the Buy Back Agreement states in paragraph 5 that it "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." Similarly, another section, designated as §12.8 CONTROLLING LAW, within Item 23, also indicates 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."
This means that any disputes arising from these agreements will be interpreted under Indiana law, regardless of where the franchisee is located. However, §12.8 also specifies an important exception: the Indiana Franchise Law and the Indiana Deceptive Franchise Practices Act will not apply unless the jurisdictional requirements for those laws are met independently of this section. This suggests that while Indiana law generally governs, certain franchise-specific laws might not apply unless other conditions are satisfied.
Additionally, the agreement regarding computer equipment also states "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." This reinforces that Indiana law is the default governing law for various aspects of the franchise relationship, unless explicitly stated otherwise or superseded by federal law concerning arbitration.