What state's laws govern the Bhc Guarantee and the legal relations among the parties?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
The Lanham Act (15 U.S.C. §1051 et seq.) governs any issue involving Franchisor's proprietary trademarks. To the extent applicable, the laws of the state where the Franchised BHC Restaurant is located govern all issues involving modification of this Guarantee while it is in effect. Otherwise, this Guarantee and the legal relations among the parties hereto will be governed by and construed in accordance with the laws of the State of California. Nothing in this Guarantee is intended to invoke the application of any franchise, business opportunity, antitrust, "implied covenant", unfair competition, fiduciary, or any other doctrine of law of the State of California or any other state, which would not otherwise apply.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, the laws of the state where the franchised Bhc Restaurant is located govern issues involving modification of the Guarantee while it is in effect. Otherwise, the Guarantee and the legal relations among the parties are governed by and construed in accordance with the laws of the State of California.
This means that if there are disputes regarding the Guarantee, California law will generally apply. However, if the dispute involves modifying the Guarantee while it's active, the laws of the state where the Bhc restaurant is located will take precedence.
This clause also specifies that nothing in the Guarantee is intended to invoke franchise, business opportunity, antitrust, or similar legal doctrines from California or any other state unless those doctrines would normally apply. This aims to limit the application of specific state-level franchise laws that might otherwise broaden the scope of legal considerations.