Under the Benjamin Franklin Plumbing Franchise Agreement, what is the procedure for resolving disputes?
Benjamin_Franklin_Plumbing Franchise · 2025 FDDAnswer from 2025 FDD Document
that all obligations of Franchisor under this Agreement are subject to this Section, and that nothing in this Section shall affect in any way Franchisee's obligations under this Agreement.
- 22.11. Right to Information. You consent to us obtaining, using and disclosing to third parties (including, without limitation, prospective franchisees, financial institutions, legal and financial advisors), for any purpose whatsoever or as may be required by law, any financial or other information contained in or resulting from information, data, materials, statements and reports received by us or our affiliates (or disclosed to us or our affiliates) in accordance with this Agreement.
- 22.12. Entire Agreement. This Agreement and its Appendices constitute the entire agreement between Franchisor and Franchisee and the Owners concerning the Franchised Business. It supersedes all prior agreements, negotiations, representations, and correspondence concerning the same subject matter, except that nothing in this Agreement is intended to disclaim any representations made in any Franchise Disclosure Document that you received from us in connection with this Agreement. No amendment, change, or variance from this Agreement will be binding unless agreed to in writing and signed by authorized representatives of each party.
- 22.13. Counterparts. This Agreement may be executed in counterparts, and each copy so executed and delivered shall be deemed to be an original. Any signature by electronic signature, facsimile or scanned PDF shall be deemed an original signature. This Agreement shall be effective only upon the receipt of countersignature by us.
23. DISPUTES
- 23.1. Governing Law. This Agreement and the relationship between Franchisor and Franchisee and the Owners is governed by the laws of the State of Maryland, except that if a provision of this Agreement would not be enforceable under the laws of Maryland, and if the Franchised Business is located outside of Maryland and the provision would be enforceable under the laws of the state in which the Franchised Business is located, then that provision will be governed by the laws of the state in which the Franchised Business is located. In the event of any conflict of law question, the laws applicable under this Section will prevail, without regard to the application of Maryland conflict-of-law rules. This Section 23.1 is not intended to subject this Agreement or our relationship with you to any Maryland statute or regulation that would not apply by its own terms without considering this Section.
- 23.2. Mandatory Arbitration. EXCEPT AS SET FORTH IN SECTIONS 23.3 AND 23.4 BELOW AND IN SUBSECTION 23.2.5, ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO ANY CLAIM THAT THE AGREEMENT OR ANY OF ITS PROVISIONS IS INVALID, ILLEGAL, OR OTHERWISE VOIDABLE OR VOID), THE RELATIONSHIP BETWEEN YOU, YOUR OWNERS AND AFFILIATES AND US OR OUR AFFILIATES, OR YOUR OPERATION OF THE FRANCHISED BUSINESS, SHALL BE SUBMITTED TO JAMS FOR MANDATORY, FINAL AND BINDING ARBITRATION. THE ARBITRATION WILL BE CONDUCTED
IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT, 9 U.S.C., SECTION 1, ET SEQ., AND THE COMMERCIAL ARBITRATION RULES OF JAMS IN EFFECT AT THE TIME OF FILING OF THE DEMAND FOR ARBITRATION (THE "JAMS RULES"), EXCEPT AS THE JAMS RULES MAY BE MODIFIED BY THE FOLLOWING:
- 23.2.1 The seat of arbitration will be the JAMS office closest to Columbia, Maryland, and all arbitration hearings shall take place at that office. We have the right to designate headquarters for the Brand at a location other than Columbia, Maryland and to substitute that location for Columbia, Maryland for purposes of this Section.
- 23.2.2 The arbitration will be conducted, heard and decided by one (1) arbitrator ("Arbitrator") who is mutually agreeable to the parties. If the parties have not agreed on the Arbitrator within thirty (30) days after filing of the arbitration demand with JAMS, the Arbitrator shall be appointed in accordance with the JAMS Rules.
- 23.2.3 The Arbitrator shall not entertain or permit any class or consolidated proceeding.
- 23.2.4 The administrative fees of JAMS and the Arbitrator's fees will be split equally between Franchisor and Franchisee.
- 23.2.5 If either party fails to pay its share of any fee required by JAMS to proceed with administration of the arbitration, and if the other party has paid its own share of the fee, the Arbitrator shall enter a default judgment in favor of the latter party. If an Arbitrator has not yet been appointed at the time of the nonpayment of the required fee, the party that has paid its own share of the fee shall have the option to have a default judgment entered in its favor or to proceed in court on the claims submitted to arbitration.
Source: Item 23 — RECEIPTS (FDD pages 88–312)
What This Means (2025 FDD)
According to the 2025 Benjamin Franklin Plumbing Franchise Disclosure Document, disputes are primarily resolved through mandatory arbitration. The Franchise Agreement is governed by the laws of Maryland, but if a provision is unenforceable under Maryland law and the Franchised Business is located outside of Maryland where the provision would be enforceable, then the law of the state where the business is located will govern that specific provision.
The FDD specifies that any claim or dispute arising out of or relating to the Franchise Agreement, the relationship between the franchisee and Benjamin Franklin Plumbing, or the operation of the franchised business must be submitted to JAMS (Judicial Arbitration and Mediation Services) for mandatory, final, and binding arbitration. This arbitration will be conducted under the Federal Arbitration Act and the Commercial Arbitration Rules of JAMS, with some modifications as outlined in the Franchise Agreement. The arbitration seat will be the JAMS office closest to Columbia, Maryland, unless Benjamin Franklin Plumbing designates a different headquarters location.
However, there are exceptions to the mandatory arbitration clause. Benjamin Franklin Plumbing has the option to pursue certain actions in court, including actions to collect fees due under the agreement, to seek injunctive or other relief, to protect its intellectual property, to terminate the agreement for default, and to enforce post-term obligations. Any claims must be submitted to arbitration or filed in court within two years of the date the complaining party knew or should have known of the facts giving rise to the claim, except for claims arising from non-payment or underpayment of amounts owed to Benjamin Franklin Plumbing or from obligations arising upon expiration or termination of the agreement. Franchisees are required to file any lawsuit against Benjamin Franklin Plumbing in the federal district court encompassing Columbia, Maryland, and both parties waive trial by jury in any action, proceeding, or counterclaim.