Which state's laws govern adversarial proceedings between the parties in the Better Blend MUDA?
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 laws of Ohio govern all adversarial proceedings between Better Blend and the franchisee related to the Multi-Unit Development Agreement (MUDA). This is specified without regard to Ohio's principles of conflicts of law. However, the document also states that any Ohio law protecting franchisees or business opportunity purchasers will only apply if its jurisdictional requirements are met independently, without relying on this specific section of the MUDA.
This means that if a dispute arises between a Better Blend franchisee and the company concerning the MUDA, the proceedings will generally be subject to Ohio law. However, this is subject to the caveat that Ohio's specific franchise or business opportunity laws will only apply if the franchisee independently meets the criteria for those laws to be invoked. This could potentially limit the protections available to the franchisee under Ohio law, depending on the specifics of the situation and whether they independently qualify for those protections.
It is important for prospective Better Blend franchisees to understand that the choice of law provision could impact their legal rights and remedies in case of a dispute. Franchisees should consult with a legal professional to fully understand the implications of this provision and how it might affect them based on their specific circumstances and location. Franchisees should also be aware of any addenda to the disclosure document that may amend this provision based on the franchisee's state of residence, as is the case in North Dakota, Rhode Island, Illinois, and Maryland.