Is the choice of law for the Azal Coffee Franchise Agreement subject to any limitations?
Azal_Coffee Franchise · 2024 FDDAnswer from 2024 FDD Document
| Provision | Section in Agreement | Summary |
|---|---|---|
| franchise is terminated or | ||
| expires | ||
| s. Modification of | Section 20.11 of | No modifications unless in writing, but |
| Franchise Agreement | Franchise Agreement | specifications subject to change by us. |
| t. Integration/merger clause | Section 20.11 of Franchise Agreement | Only the terms of the Franchise Agreement are binding (subject to state law); however, no claim made in a Franchise Agreement is intended to disclaim the express representations made in this Franchise Disclosure Document. |
| u. Dispute resolution by arbitration or mediation | Section 18.1 of the Franchise Agreement | Except for disputes over the ownership and validity of the Trademarks and actions by us for injunctive relief and subject to state law, all disputes are subject to binding arbitration in Michigan. |
| v. Choice of forum | Section 18.4 of Franchise Agreement | Litigation must be where our principal place of business is located at the time of filing (subject to state law). |
| w. Choice of law | Section 18.3 of | Michigan law applies (subject to state |
| Franchise Agreement | law). |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 42–47)
What This Means (2024 FDD)
According to Azal Coffee's 2024 Franchise Disclosure Document, the Franchise Agreement specifies that Michigan law governs the agreement. However, this choice of law is explicitly "subject to state law." This means that while Azal Coffee intends for Michigan law to apply, the laws of the state where the franchisee is located may override this provision in certain circumstances.
This is a fairly standard clause in franchise agreements. The inclusion of "subject to state law" acknowledges that some states have franchise-specific laws that protect franchisees and may supersede the franchisor's preferred choice of law. These state laws often address issues such as termination, renewal, and dispute resolution, ensuring that franchisees are not unfairly disadvantaged.
For a prospective Azal Coffee franchisee, this means that while Michigan law is the starting point for interpreting the Franchise Agreement, they should also be aware of the franchise laws in their own state. If there is a conflict between Michigan law and the franchisee's state law, the latter may take precedence. It would be prudent for a potential franchisee to consult with an attorney in their state to understand how local laws might affect their rights and obligations under the Azal Coffee Franchise Agreement.