Which state's law governs the Baya Bar Multi-Unit Development Agreement?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
| Section in Multi | |||
|---|---|---|---|
| Unit Development | |||
| Provision | Agreement | Summary | |
| r. | Non-competition covenants after the franchise is terminated or expires | Section 8.3.2 | For 24 months after the termination of the Franchise Agreement, you may not: divert, or attempt to divert, customers of any Baya Bar outlet (including yours) to any competitor, participate in any capacity, including, but not limited to as an owner, investor, officer, director, employee or agent, in any competing business within five (5) miles of your former Baya Bar outlet location or any other Baya Bar outlet location (franchised or company owned); do any act that could damage the goodwill of the Marks or System, or disrupt or jeopardize our business or that of our franchisees. |
| s. | Modification of the agreement | Section 11.4 | No oral modifications. No amendment of the provisions will be binding upon either party unless the amendment has been made in writing and executed by all interested parties. |
| t. | Integration/merger clause | Section 11.4 | Only the terms of the Multi-Unit Development Agreement and other related written agreements are binding (subject to applicable state law.) Any representations or promises outside of Multi-Unit Development Agreement may not be enforceable. Notwithstanding the foregoing, nothing in the Multi-Unit Development Agreement is intended to disclaim the express representations made in this Franchise Disclosure Document. |
| u. | Dispute resolution by arbitration or mediation | Sections 10.1, 10.2, 10.3, and 10.4 | At our option, claims that are not resolved internally may be submitted to non-binding mediation at our headquarters, and then to binding arbitration, excluding claims related to injunctive relief, anti-trust, the trademarks, and post-termination obligations. |
| v. | Choice of forum | Section 10.5 | New York, subject to applicable state law. |
| w. | Choice of law | Section 10.5 | New York law applies, subject to applicable state law. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 43–52)
What This Means (2024 FDD)
According to Baya Bar's 2024 Franchise Disclosure Document, the Multi-Unit Development Agreement is governed by New York law. However, this is subject to applicable state law, meaning that certain state laws may override the choice of New York law in specific situations.
This means that while the agreement is generally interpreted under New York law, franchisees need to be aware that their local state laws could take precedence on certain issues. It is important to understand which aspects of the agreement are governed by New York law and where local state laws might apply instead.
Prospective Baya Bar franchisees should seek legal counsel to fully understand the implications of the choice of law provision and how it interacts with the laws of their specific state. This will help them navigate potential disputes and ensure compliance with all applicable regulations.