What state's law governs the Beef O Bradys franchise agreement, and are there any exceptions?
Beef_O_Bradys Franchise · 2025 FDDAnswer from 2025 FDD Document
consent, or suggestion, or if we neglect or delay our response or deny any request for any of those, we will not be deemed to have made any warranties or guarantees which you may rely on, and will not assume any liability or obligation to you.
- 19.5 Waiver of Punitive Damages. EXCEPT FOR YOUR OBLIGATIONS TO INDEMNIFY US AND CLAIMS FOR UNAUTHORIZED USE OF THE MARKS OR CONFIDENTIAL INFORMATION, YOU AND WE EACH WAIVE TO THE FULL EXTENT PERMITTED BY LAW ANY RIGHT TO, OR CLAIM FOR, ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER. YOU AND WE ALSO AGREE THAT, IN THE EVENT OF A DISPUTE BETWEEN YOU AND US, THE PARTY MAKING A CLAIM WILL BE LIMITED TO EQUITABLE RELIEF AND RECOVERY OF ANY ACTUAL DAMAGES IT SUSTAINS.
- 19.6 Limitations of Claims. ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP AMONG YOU AND US MUST BE MADE BY WRITTEN NOTICE TO THE OTHER PARTY WITHIN 1 YEAR FROM THE OCCURRENCE OF THE FACTS GIVING RISE TO SUCH CLAIM (REGARDLESS OF WHEN IT BECOMES KNOWN); EXCEPT FOR CLAIMS ARISING FROM: (A) UNDER-REPORTING OF GROSS REVENUES; (B) UNDER-PAYMENT OF AMOUNTS OWED TO US OR OUR AFFILIATES; (C) CLAIMS FOR INDEMNIFICATION; AND/OR (D) UNAUTHORIZED USE OF THE MARKS. HOWEVER, THIS PROVISION DOES NOT LIMIT THE RIGHT TO TERMINATE THIS AGREEMENT IN ANY WAY.
- 19.7 Governing Law. EXCEPT TO THE EXTENT THIS AGREEMENT OR ANY PARTICULAR DISPUTE IS GOVERNED BY THE U.S. TRADEMARK ACT OF 1946 (LANHAM ACT, 15 U.S.C. §1051 AND THE SECTIONS FOLLOWING IT) OR OTHER FEDERAL LAW, THIS AGREEMENT AND THE FRANCHISE ARE GOVERNED BY FLORIDA LAW WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES, EXCLUDING ANY LAW REGULATING THE SALE OF FRANCHISES OR BUSINESS OPPORTUNITIES OR GOVERNING THE RELATIONSHIP BETWEEN A FRANCHISOR AND FRANCHISEE, OR BETWEEN A BUSINESS OPPORTUNITY SELLER AND PURCHASER, UNLESS THE JURISDICTIONAL REQUIREMENTS OF SUCH LAWS ARE MET INDEPENDENTLY WITHOUT REFERENCE TO THIS SECTION. References to any law or regulation also refer to any successor laws or regulations and any impending regulations for any statute, as in effect at the relevant time.
Source: Item 23 — RECEIPTS. (FDD pages 66–330)
What This Means (2025 FDD)
According to Beef O Bradys' 2025 Franchise Disclosure Document, the franchise agreement is generally governed by Florida law. This means that the laws of Florida will be used to interpret and enforce the agreement, regardless of where the franchisee is located, excluding its conflict of laws principles. However, there are exceptions to this rule. Specifically, the U.S. Trademark Act of 1946 (Lanham Act) or other federal law will govern the agreement to the extent applicable.
Additionally, if a state has laws regulating the sale of franchises or governing the relationship between franchisor and franchisee, those laws may apply if the jurisdictional requirements are met independently of the agreement's governing law provision. This means that certain aspects of the franchise relationship could be subject to the laws of the state where the franchise is located, even though the agreement specifies Florida law.
For franchisees in Wisconsin, the Wisconsin Fair Dealership Act specifically applies to and governs the provisions of Franchise Agreements and Area Development Agreements. This Act includes requirements such as providing a franchisee with ninety (90) days' notice of termination, cancellation, non-renewal, or substantial change in competitive circumstances, and sixty (60) days to remedy claimed deficiencies, which supersede any inconsistent requirements in the standard franchise agreement.