Is the choice of law for a Bens Soft Pretzels franchise agreement subject to state law?
Bens_Soft_Pretzels Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Agreement | Summary | |
|---|---|---|---|
| o. | Franchisor’s option | Section 14B | Option to purchase some or all equipment, supplies, inventory, |
| to | advertising materials and any items with our logo, for cash at | ||
| purchase | fair market value, exercisable up to 90 days after termination or | ||
| franchisee’s | expiration. If no agreement on fair market value, an appraiser | ||
| business | appointed by us will decide. | ||
| p. | Death or disability of franchisee | Section 11E | You must assign franchise to an approved buyer within 180 days. All transfer provisions of section 8 of the franchise agreement apply. |
| q. | Non-competition | Section 10D | No store or food business which includes the sale of pretzels |
| covenants during | where the sale of pretzels is more than 10% of the overall | ||
| the term of the | revenue of the business, nor an organization franchising a | ||
| franchise | similar business (subject to state law). | ||
| r. | Non-competition covenants after the franchise is terminated or expires | Section 10D | No store or food business which includes the sale of pretzels where the sale of pretzels is more than 10% of the overall revenue of the business for 1 year within 5 miles of your former store location, or within 5 miles of any other BEN’S SOFT PRETZELS store. No organization franchising a similar business for 1 year. No solicitation or acceptance of business from former customers for 1 year (subject to state law). |
| s. | Modification of | Section 15B | Modification by written agreement signed by you and us. The |
| agreement | Operations Manual can be revised and modified by us. | ||
| t. | Integration/merger clause | Section 15B | Only the terms of the Franchise Agreement (including System Standards in the Operations Manual) are binding (subject to state and federal law). Any statements or promises not in the Franchise Agreement and this disclosure document and may not be enforceable. No claim made in any franchise agreement is intended to disclaim the representations made in this Franchise Disclosure Document. |
| u. | Dispute resolution by arbitration or mediation | Section 12 | Except for certain claims, all disputes must be mediated and arbitrated in the city where our headquarters is located when the proceedings are conducted, currently Goshen, Indiana (subject to state law). |
| v. | Choice of forum | Section 15I | Court litigation must be in any state or federal court of general |
| jurisdiction over Goshen, Indiana (or where our headquarters is | |||
| located when the proceedings are conducted). (subject to state | |||
| law). | |||
| w. | Choice of law | Section 15H | Except for the Federal Arbitration Act and other federal law, |
| Indiana law applies (subject to state law). |
Source: Item 19 — FINANCIAL PERFORMANCE REPRESENTATIONS (FDD pages 37–42)
What This Means (2025 FDD)
According to the 2025 Bens Soft Pretzels Franchise Disclosure Document, the choice of law for the franchise agreement is subject to state law. Specifically, Item 15H states that, with the exception of the Federal Arbitration Act and other federal laws, Indiana law applies to the franchise agreement, but this is subject to state law. This means that while the agreement is generally governed by Indiana law, state laws may override or modify certain provisions.
For a prospective Bens Soft Pretzels franchisee, this is an important consideration. It means that the specific laws of the state in which the franchise operates could impact the interpretation and enforcement of the franchise agreement. Franchisees should be aware that certain aspects of their agreement might be affected by local regulations, which could vary significantly from state to state.
It is advisable for potential Bens Soft Pretzels franchisees to consult with a legal professional who is familiar with franchise law in their specific state. This expert can help them understand how state laws might interact with the franchise agreement and what their rights and obligations are under both sets of laws. This due diligence can help avoid potential legal complications and ensure a smoother franchise operation.