What state's law governs the Bang Cookies Franchise Agreement?
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 is generally governed by New Jersey law. However, this is subject to state law and as disclosed in Exhibit I of the FDD. This means that while New Jersey law is the primary governing law, certain provisions may be superseded or complemented by the laws of the state in which the franchise is located or operated. Prospective franchisees should carefully review Exhibit I to understand any state-specific exceptions or additions to the governing law.
This clause is fairly standard in franchise agreements, as franchisors often choose a 'home state' law for consistency, but must also account for the fact that franchisees operate in many different states, each with its own regulations. The interplay between New Jersey law and applicable state laws could affect various aspects of the franchise agreement, including but not limited to dispute resolution, termination rights, and enforcement of covenants.
It is important for a prospective Bang Cookies franchisee to seek legal counsel to understand how both New Jersey law and the law of their specific state will affect their rights and obligations under the Franchise Agreement. Exhibit I of the FDD should be carefully examined to identify any state-specific provisions that modify or override the general application of New Jersey law.