What state's laws govern the Batteries Plus Bulbs franchise agreement?
Batteries_Plus_Bulbs Franchise · 2025 FDDAnswer from 2025 FDD Document
C. The Franchisee Parties specifically and expressly acknowledge and agree that the consideration accepted under this Agreement is accepted in full satisfaction of any and all injuries and/or damages that have previously arisen and which may hereafter arise respecting any of the claims being released. [California option: The Franchisee Parties expressly waive all rights or benefits that they have or may have under Section 1542 of the California Civil Code, which section provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.] D. The Franchisee Parties acknowledge that they have had a reasonable opportunity to consult with an attorney prior to signing this release and they have executed this release voluntarily. Also, the Franchisee Parties represent that they have not assigned or transferred to anyone any claims released by them under Section 4(B) above. 5. General. No amendment to this Agreement or waiver of the rights or obligations of either party shall be effective unless in writing signed by the parties. This Agreement is governed by the laws of the State of without regard to conflicts of laws principles. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. This Agreement contains the entire agreement and understanding of the parties concerning the subject matter of this Agreement. [NOTE: Detail other miscellaneous provisions.] FRANCHISEE: BATTERIES PLUS, L.L.C. BY: BY: ITS: ITS: DATE: DATE:
Source: Item 17 — Renewal, Termination, Transfer, and Dispute Resolution (FDD pages 49–53)
What This Means (2025 FDD)
According to the 2025 Batteries Plus Bulbs Franchise Disclosure Document, the franchise agreement is generally governed by the laws of a specific state, although the document does not explicitly state which state's laws apply. The agreement is interpreted without regard to conflicts of laws principles. This means that if there are legal issues, the laws of the designated state will be used, irrespective of any differences with the laws of the state where the franchisee is located.
However, the FDD includes addenda that relate to franchises sold in Minnesota, which are intended to comply with Minnesota statutes and regulations. These Minnesota addenda modify certain sections of the standard franchise agreement for franchisees in Minnesota. For example, the Minnesota addenda address aspects like indemnification related to the use of the "Batteries Plus" mark, termination and non-renewal rights as per Minnesota Statutes Section 80C.14, and prohibitions against requiring litigation outside of Minnesota, as per Minnesota Statutes Section 80C.21 and Minnesota Rule 2860.4400J.
Additionally, there is a reference to California law within a section regarding the release of claims. Specifically, it mentions that franchisees in California expressly waive rights or benefits under Section 1542 of the California Civil Code, which pertains to a general release not extending to unknown claims. This indicates that while the agreement may be generally governed by one state's laws, specific provisions may be influenced by the laws of other states, such as Minnesota and California, depending on where the franchise is located and the specific legal issue at hand. Prospective franchisees should clarify with Batteries Plus Bulbs which state's laws primarily govern the agreement and how the laws of their specific state might affect their franchise.