Does the Better Blend release agreement specify which state's laws govern the interpretation of the release?
Better_Blend Franchise · 2024 FDDAnswer from 2024 FDD Document
- 7. Dispute Resolution; Miscellaneous. The laws of the State of Ohio (without giving effect to its principles of conflicts of law) govern all adversarial proceedings between the parties. The parties agree that any Ohio law for the protection of franchisees or business opportunity purchasers (including the Ohio Business Opportunity Purchasers Protection Act, Ohio Rev. Code §§ 1334.01 et seq.) will not apply unless its jurisdictional requirements are met independently without reference to this Section 7. Franchisee shall not Transfer this MUDA without the prior written consent of BBF, and any Transfer without BBF's prior written consent shall be void. The provisions of Article 17 (Dispute Resolution) and Article 18 (Miscellaneous) of the Franchise Agreement apply to and are incorporated into this MUDA as if fully set forth herein.
Source: Item 23 — RECEIPTS (FDD pages 43–157)
What This Means (2024 FDD)
According to Better Blend's 2024 Franchise Disclosure Document, the general release form itself does not specify which state's laws govern its interpretation. However, the Multi-Unit Development Agreement (MUDA) states that "The laws of the State of Ohio (without giving effect to its principles of conflicts of law) govern all adversarial proceedings between the parties." This indicates that Ohio law would govern any disputes arising from the MUDA.
It is important to note that addenda to the disclosure document for specific states like Illinois, North Dakota, Minnesota, and Rhode Island include provisions that may override the choice of law. For example, the Rhode Island addendum states that any provision restricting jurisdiction or venue to a forum outside Rhode Island or requiring the application of the laws of a state other than Rhode Island is void as to a claim otherwise enforceable under the Rhode Island Franchise Investment Act. Similarly, the Illinois addendum states that Illinois law governs the agreements between the parties to the franchise.
Prospective franchisees should carefully review the addendum for their specific state to understand how it may affect the governing law and dispute resolution provisions in the franchise agreement and related documents. Franchisees should consult with an attorney to fully understand their rights and obligations under the franchise agreement, particularly in relation to choice of law and dispute resolution.