Which state's laws govern the Bens Soft Pretzels franchise agreement?
Bens_Soft_Pretzels Franchise · 2025 FDDAnswer from 2025 FDD Document
BEN'S SOFT PRETZELS® FRANCHISE AGREEMENT
This Franchise Agreement is made on the Effective Date designated on the Data Sheet attached as Schedule A by and between Ben's Soft Pretzels Franchising Corporation, an Indiana corporation with its principal business located at 1119 S. Indiana Avenue, Goshen, Indiana 46526 ("we" or "us"), and "Franchisee" or "you" as identified on the Data Sheet attached as Schedule A (the "Data Sheet"). If the franchisee is a corporation, partnership, limited liability company or other legal entity, certain provisions to this Agreement also apply to its owners.
NORTH DAKOTA ADDENDUM TO FRANCHISE DISCLOSURE DOCUMENT
Item 17, Additional Disclosures. The following statements are added to Item 17:
Pursuant to the North Dakota Franchise Investment Law, any provision requiring franchisees to consent to the jurisdiction of courts outside North Dakota or to consent to the application of laws of a state other than North Dakota is void. Any mediation or arbitration will be held at a site agreeable to all parties. The laws of the State of North Dakota will govern any dispute.
VIRGINIA ADDENDUM TO FRANCHISE DISCLOSURE DOCUMENT
Item 17, Additional Disclosure. In recognition of the restrictions contained in Section 13.1- 564 of the Virginia Retail Franchising Act, the Franchise Disclosure Document for Franchisor for use in the Commonwealth of Virginia shall be amended as follows:
"Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to cancel a franchise without reasonable cause. If any ground for default or termination stated in the franchise agreement does not constitute "reasonable cause," as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable."
This Agreement does not waive any liability the franchisor may have under the Washington Franchise Investment Protection Act, RCW 19.100, and the rules adopted thereunder.
Source: Item 22 — CONTRACTS (FDD pages 46–47)
What This Means (2025 FDD)
According to the 2025 Bens Soft Pretzels Franchise Disclosure Document, the franchise agreement is generally governed by Indiana law, as Ben's Soft Pretzels Franchising Corporation is an Indiana corporation with its principal place of business in Goshen, Indiana. However, this is subject to certain exceptions and addenda for franchisees located in specific states.
Notably, the North Dakota Addendum explicitly states that any provision requiring franchisees to consent to the application of laws of a state other than North Dakota is void, and that the laws of North Dakota will govern any dispute. Similarly, the Virginia Addendum addresses restrictions contained in the Virginia Retail Franchising Act, ensuring that no statement waives claims under applicable state franchise law. The Washington Addendum also ensures that the agreement does not waive any liability the franchisor may have under the Washington Franchise Investment Protection Act.
For prospective franchisees, this means that while the base agreement may be influenced by Indiana law, state-specific addenda can significantly alter which laws govern the agreement and how disputes are resolved. Franchisees should carefully review any state-specific addenda to understand their rights and obligations under the laws of their state. This is a common practice in franchising to ensure compliance with varying state franchise laws.