Where can I find more information about exceptions to the choice of law provision in the Bang Cookies FDD?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
| s. | Modification of the agreement | 18.L. | Requires writing signed by you and us, except for unilateral changes that we may make to the Manuals or our unilateral reduction of the scope of a restrictive covenant that we may make in our discretion. |
|---|---|---|---|
| t. | Integration/merger clauses | 18.M. | Only the terms of the Franchise Agreement and schedules to the Franchise Agreement and the respective signed exhibits to the Franchise Agreement are binding, subject to state law. Nothing in any agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits and amendments. |
| u. | Dispute resolution by arbitration or mediation | 18.G. | Except for certain claims for injunctive relief, all disputes must first be submitted to non-binding mediation in Bergen County, New Jersey and, if mediation is unsuccessful, then to binding arbitration in Bergen County, New Jersey. This provision is subject to applicable state law. |
| v. | Choice of forum | 18.G. | All mediation, arbitration and, if applicable, litigation proceedings must be conducted in, or closest to, State court of general jurisdiction that is within or closest to Bergen County, New Jersey. This provision is subject to applicable state law. |
| w. | Choice of law | 18.F. | New Jersey law will govern. However, this provision is subject to state law and as otherwise disclosed in Exhibit I to this Disclosure Document. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 42–49)
What This Means (2024 FDD)
According to Bang Cookies's 2024 Franchise Disclosure Document, the franchise agreement stipulates that New Jersey law will generally govern the agreement. However, this is subject to both applicable state law and additional disclosures found in Exhibit I of the Disclosure Document. This means that while Bang Cookies intends to apply New Jersey law, certain state laws where the franchisee operates may override this provision. Also, Exhibit I provides further details on specific exceptions or modifications to the choice of law.
For a prospective Bang Cookies franchisee, this means it is crucial to carefully review Exhibit I to understand any deviations from New Jersey law that may apply in their specific state. State laws can vary significantly, and these variations could impact the franchisee's rights and obligations under the franchise agreement. Consulting with a legal professional is advisable to fully grasp the implications of the choice of law provision and any exceptions outlined in Exhibit I.
It is common practice for franchise agreements to include a choice of law provision, which specifies which state's laws will govern the interpretation and enforcement of the agreement. However, it is also typical for such provisions to acknowledge that state laws may take precedence in certain situations to ensure compliance with local regulations and protect franchisees' rights. Therefore, franchisees should pay close attention to these exceptions and seek legal counsel to understand their rights fully.