Under what conditions will Ohio law for the protection of franchisees apply to the Better Blend Guaranty?

According to Better Blend's 2024 Franchise Disclosure Document, Ohio law for the protection of franchisees or business opportunity purchasers, including the Ohio Business Opportunity Purchasers Protection Act, will not apply to the Guaranty unless the jurisdictional requirements of such laws are met independently, without relying on the specific section of the Guaranty agreement that addresses governing law and dispute resolution. In essence, the standard choice-of-law provision in the Guaranty, which stipulates that Ohio law governs the agreement, does not automatically trigger the application of Ohio's franchise protection laws.

This means that a Better Blend franchisee or guarantor cannot simply point to the clause stating Ohio law governs the Guaranty to claim protection under Ohio's franchise laws. Instead, they must demonstrate that the jurisdictional requirements of those specific laws are met through other factors, separate from the governing law provision in the Guaranty itself. This could involve factors such as the franchisee's location, the location of the Better Blend business, or other connections to the state of Ohio that would independently subject the franchise relationship to Ohio law.

This provision is important for prospective Better Blend franchisees and guarantors to understand because it clarifies that the application of Ohio's franchise protection laws is not guaranteed simply by the inclusion of an Ohio choice-of-law provision in the Guaranty. Franchisees need to assess whether their particular circumstances independently meet the jurisdictional requirements of Ohio's franchise laws if they wish to rely on those protections. This may require consulting with legal counsel to determine the extent to which Ohio law applies, based on the specific facts of their franchise agreement and business operations.