Which state's laws govern any dispute between Bambu and the franchisee?
Bambu Franchise · 2025 FDDAnswer from 2025 FDD Document
The United States Federal Arbitration Act shall govern all questions about the enforceability of Sections 23.1 and 23.2, and the confirmation of any arbitration awards pursuant to such procedures, and no arbitration issues are to be resolved pursuant to any other statutes, regulations or common law.
Otherwise, except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C.
Sections 1051 et seq.) or applicable International trademark law, this Agreement shall be interpreted under the laws of the State of Colorado U.S.A. and any dispute between the parties shall be governed by and determined in accordance with the internal substantive laws, and not the laws of conflict, of the State of Colorado U.S.A., which laws shall prevail in the event of any conflict of law.
Notwithstanding the foregoing, the parties agree that the Colorado Consumer Protection Act (COLO.
REV.
STAT.
ANN.
Sections 6-1-101, et seq.) shall not apply to this Agreement or any disputes between the parties.
Source: Item 23 — Receipts (FDD pages 52–209)
What This Means (2025 FDD)
According to Bambu's 2025 Franchise Disclosure Document, the franchise agreement is generally interpreted under the laws of Colorado. Specifically, any dispute between Bambu and a franchisee will be governed by and determined in accordance with the internal substantive laws, and not the laws of conflict, of the State of Colorado, which laws shall prevail in the event of any conflict of law. However, the Colorado Consumer Protection Act will not apply to the agreement or any disputes.
Despite this general rule, there are exceptions for franchisees in certain states. For instance, the Illinois Rider to the Franchise Agreement states that Illinois law governs the Franchise Agreement for Illinois franchisees. Similarly, the New York Rider indicates that the choice of law shall not be considered a waiver of any right conferred upon Franchisee by the provisions of Article 33 of the New York State General Business Law.
Bambu states that it does not agree with the above language and believes that each of the provisions of the Agreement, including all choice of law provisions, are fully enforceable. Bambu intends to fully enforce all of the provisions of the 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.
Prospective franchisees should carefully review the main franchise agreement along with any state-specific riders to understand which laws govern their agreement and any potential conflicts or waivers of rights. It is advisable to seek legal counsel to fully understand the implications of these provisions.