Under what state's laws is the Benjamin Franklin Plumbing agreement governed?
Benjamin_Franklin_Plumbing Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 23 — RECEIPTS (FDD pages 88–312)
What This Means (2025 FDD)
According to the 2025 Benjamin Franklin Plumbing Franchise Disclosure Document, the franchise agreement and the relationship between the franchisor, franchisee, and owners is generally governed by the laws of Maryland. However, there is an exception: if any provision of the agreement is unenforceable under Maryland law, and the franchised business is located outside of Maryland, the laws of the state where the business is located will govern that specific provision, provided it is enforceable under that state's laws. This ensures that the agreement remains as enforceable as possible, adapting to the legal requirements of the franchisee's location.
This clause also clarifies that the choice of law is made without regard to Maryland's conflict-of-law rules, ensuring a straightforward application of the relevant state's laws. The FDD specifies that this section is not intended to subject the agreement to any Maryland statute or regulation that would not normally apply without considering this section. This is intended to prevent unintended legal complications and maintain clarity in the agreement's interpretation.
For a prospective Benjamin Franklin Plumbing franchisee, this means that while the core agreement is based on Maryland law, certain provisions might be subject to the laws of their own state if Maryland law would render those provisions unenforceable. This is a beneficial approach as it aims to maximize the enforceability of the agreement while respecting local legal standards. Franchisees should be aware of this clause and understand how it might affect their rights and obligations, especially if operating outside of Maryland. Consulting with a legal professional to understand the implications of this clause in their specific state is advisable.