Are there any exceptions to the governing law specified in the Bigfoot Forestry franchise agreement?
Bigfoot_Forestry Franchise · 2025 FDDAnswer from 2025 FDD Document
duration of the franchise relationship. Accordingly, you must immediately notify us of the occurrence of an event or development of a circumstance that might render any of the foregoing representations and warranties false, inaccurate or misleading.
24. GENERAL PROVISIONS
24.1. Governing Law. Except as governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. §§ 1051, et seq.), this Agreement and the franchise relationship are governed by the Laws of South Carolina without reference to its principles of conflicts of law, but any South Carolina Law that regulates the offer and sale of franchises or business opportunities or governs the relationship of a franchisor and its franchisee will not apply unless its jurisdictional requirements are met independently without reference to this Section.
24.2. Relationship of Parties. Nothing in this Agreement creates a fiduciary relationship between the parties or is intended to make either party an agent, legal representative, partner or employee of the other party. Throughout the Term you must, in all dealings with third parties, conspicuously identify yourself as a franchisee and the independent owner of your Bigfoot Forestry Business. We may require that you display a written notice of independent ownership in the form we prescribe. You must also include a written indication of independent ownership on all agreements, forms, letterhead, advertising materials, business cards and other materials that we specify. Neither party may: (a)
make any express or implied agreement, warranty or representation, or incur any debt, in the name of or on behalf of the other;
Source: Item 23 — RECEIPT (FDD pages 42–162)
What This Means (2025 FDD)
According to Bigfoot Forestry's 2025 Franchise Disclosure Document, the franchise agreement and relationship are generally governed by South Carolina law, but with some exceptions. Specifically, the United States Trademark Act of 1946 (Lanham Act) takes precedence where applicable. Furthermore, any South Carolina law regulating franchise sales or franchisor-franchisee relationships will only apply if its jurisdictional requirements are met independently, without relying on the agreement's governing law section.
This means that while South Carolina law typically dictates the interpretation and enforcement of the Bigfoot Forestry franchise agreement, federal trademark law will supersede state law on trademark-related issues. Additionally, if a franchisee is not located in South Carolina, certain South Carolina franchise laws might not apply unless there are other independent grounds for jurisdiction.
Moreover, the FDD includes a state addendum that modifies the agreement to comply with specific state laws for franchisees in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin. The terms of the state addendum will override any inconsistent provision of the FDD, Franchise Agreement, or any Supplemental Documents. Therefore, franchisees in those states should carefully review the addendum to understand how it alters the general governing law.
Finally, if any part of the agreement conflicts with mandatory terms imposed by applicable law, those mandatory legal terms will take precedence to the extent of the inconsistency. Also, a court or arbitrator can modify any promise or covenant in the agreement to the minimum extent necessary to make it enforceable if it is deemed unreasonable or unenforceable. This ensures that the franchise agreement remains compliant with relevant laws and regulations, and that its provisions are applied reasonably.