What state's law governs the Azal Coffee Franchise Agreement?
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 |
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 is generally governed by Michigan law. However, this is subject to state law, meaning that certain provisions may be superseded or modified based on the franchisee's location.
This means that while the agreement itself specifies Michigan law, a franchisee's rights and obligations could be affected by the laws of the state in which they operate their Azal Coffee franchise. This is a fairly common practice in franchising, as state laws often regulate franchise relationships to protect franchisees.
Prospective Azal Coffee franchisees should be aware that the choice of law provision may not be absolute and should consult with a legal professional to understand how their local state laws might impact the terms of their Franchise Agreement. It is also important to check Exhibit I of the FDD, as it contains additional disclosures mandated by applicable state law.