For a Bambu franchise in Indiana, what laws govern all matters regarding the Franchise Agreement, except to the extent governed by federal law and disputes related to a violation of the Indiana Franchises Act or the Indiana Deceptive Franchise Practices Act?
Bambu Franchise · 2025 FDDAnswer from 2025 FDD Document
17(w): Except to the extent governed by federal law, disputes related to a violation of the Indiana Franchises Act or the Indiana Deceptive Franchise Practices Act shall be governed by those laws, and all other matters regarding the Franchise Agreement shall be governed by Federal and Colorado law. The Colorado Consumer Protection Act does not apply.
The amended language has been included in Item 17(w) of this Disclosure Document as a condition to registration. We and you do not agree with the above language and believe that each of the provisions of the Franchise Agreement, including all venue provisions, are fully enforceable. We and you intend to fully enforce all of the provisions of the Franchise Agreement and all other documents signed by us, including but not limited to, all venue, choice-of-law, arbitration provisions and other dispute avoidance and resolution provisions and to rely on federal preemption under the Federal Arbitration Act.
Source: Item 23 — Receipts (FDD pages 52–209)
What This Means (2025 FDD)
According to Bambu's 2025 Franchise Disclosure Document, the laws governing the Franchise Agreement for a Bambu franchise in Indiana are Federal and Colorado law, except to the extent governed by federal law, disputes related to a violation of the Indiana Franchises Act, or the Indiana Deceptive Franchise Practices Act, which shall be governed by those laws.
However, the document also states that Bambu and the franchisee do not agree with the above language and believe that each of the provisions of the Franchise Agreement, including all choice of law provisions, are fully enforceable. Bambu and the franchisee intend to fully enforce all of the provisions of the Franchise Agreement and all other documents signed by them, including but not limited to, all venue, choice-of-law, arbitration provisions and other dispute avoidance and resolution provisions and to rely on federal pre-emption under the Federal Arbitration Act.
This creates a conflicting situation where the addendum specifies that Federal and Colorado law govern the Franchise Agreement, while Bambu asserts its intention to enforce all provisions of the agreement, including choice-of-law provisions. This suggests a potential legal disagreement regarding which laws ultimately govern the agreement, and a prospective franchisee should seek legal counsel to understand the implications of this conflict.