Where must all mediation, arbitration, and litigation proceedings be conducted for disputes related to the Bang Cookies Multi-Unit Development Agreement?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
| q. | Non-competition covenants during the term of the franchise | Not applicable | Not applicable as to Multi-Unit Development Agreement. However, each Shop developed pursuant to Multi-Unit Development Agreement will be subject to non-competition covenants set forth in each respective Franchise Agreement. |
|---|---|---|---|
| r. | Non-competition covenants after the franchise is terminated or expires | Not applicable | Not applicable as to Multi-Unit Development Agreement. However, each Shop developed pursuant to Multi-Unit Development Agreement will be subject to non-competition covenants set forth in each respective Franchise Agreement. |
| s. | Modification of the agreement | 5.3, 7.11 | Only by written agreement between you and us or if governing law requires a modification. We can change the form of the Franchise Agreement for future Shops which will not alter your obligations under the Multi-Unit Development Agreement. |
| t. | Integration/merger clauses | 7.12 | The Multi-Unit Development Agreement is the entire agreement between you and us relating to the development of the Exclusive Territory. Notwithstanding the foregoing, 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 | 7.5, 7.6 | 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 | 7.5, 7.6 | 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. |
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, all mediation, arbitration, and litigation proceedings related to the Multi-Unit Development Agreement must occur in or closest to the State court of general jurisdiction within or nearest to Bergen County, New Jersey. This requirement is subject to applicable state law, meaning that the specific application of this clause may vary depending on the franchisee's location and relevant state regulations.
This forum selection clause is a standard provision in franchise agreements. It dictates where legal disputes must be resolved, which can significantly impact a franchisee's costs and convenience. By requiring proceedings to take place in Bergen County, New Jersey, Bang Cookies ensures that disputes are handled in a location familiar to them, potentially giving them an advantage.
For a prospective Bang Cookies multi-unit franchisee, this means that any legal action against the franchisor, regardless of where their franchise is located, would likely need to be pursued in New Jersey. This could involve considerable travel expenses, legal fees for engaging New Jersey counsel, and the inconvenience of dealing with a court system in a different state. Franchisees should carefully consider this factor, especially if they are located far from New Jersey, as it could add a substantial burden to resolving disputes.
It is important for potential franchisees to consult with a legal professional to fully understand the implications of this clause and how it might affect their rights and obligations under the Multi-Unit Development Agreement. They should also be aware that while New Jersey law governs the agreement, this is also subject to state law and Exhibit I of the FDD, which may contain further details or exceptions.