Are there any exceptions to the Arizona choice of law for Body Brain Center, as disclosed in EXHIBIT "I"?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
| THE FRANCHISE RELATIONSHIP | ||
|---|---|---|
| PROVISION SECTIONS IN AGREEMENT | SUMMARY | |
| SSA: Section 10.7 | Only the terms of the SSA and attachments to Franchise | |
| Agreement are binding (subject to state law). Any | ||
| representations or promises made outside the Disclosure | ||
| Document and SSA may not be enforceable. Nothing in the | ||
| SSA or any related agreements is intended to disclaim any of | ||
| the representations we made in this Disclosure Document. | ||
| u. Dispute resolution by | Section 22 | Except for certain claims, all disputes must be arbitrated or |
| arbitration or | mediated (except as otherwise disclosed in EXHIBIT "I" to | |
| mediation | this Disclosure Document). | |
| SSA: Section 9.1 | All disputes must be mediated and then arbitrated (except as | |
| otherwise disclosed in EXHIBIT "I" to this Disclosure | ||
| Document). | ||
| v. Choice of forum | Section 22 | Arizona (except as otherwise disclosed in EXHIBIT "I" to |
| this Disclosure Document). | ||
| SSA: Section 9 | Arizona (except as otherwise disclosed in EXHIBIT "I" to | |
| this Disclosure Document). | ||
| w. Choice of law | Section 24.1 | Arizona law (except as otherwise disclosed in EXHIBIT "I" |
| to this Disclosure Document). | ||
| SSA: Section 10.4 | Arizona law (except as otherwise disclosed in EXHIBIT "I" | |
| to this Disclosure Document). |
Source: Item 17 — RENEWAL**, TERMINATION, TRANSFER, **AND DISPUTE RESOLUTION (FDD pages 34–38)
What This Means (2025 FDD)
According to Body Brain Center's 2025 Franchise Disclosure Document, Arizona law governs the franchise agreement, but there are exceptions detailed in EXHIBIT "I". Specifically, Section 24.1 of the Franchise Agreement and Section 10.4 of the Software Service Agreement (SSA) both stipulate that Arizona law applies "except as otherwise disclosed in EXHIBIT 'I' to this Disclosure Document." This indicates that while Arizona law is the standard, EXHIBIT "I" contains specific instances or situations where a different jurisdiction's laws might be applicable.
For a prospective Body Brain Center franchisee, this means it is crucial to carefully review EXHIBIT "I" to understand the circumstances under which laws other than Arizona's would govern the franchise relationship. These exceptions could relate to specific aspects of the agreement, certain types of disputes, or situations arising in particular states. Understanding these exceptions is essential for assessing the legal framework that will govern the franchise and for making informed decisions about entering into the franchise agreement.
It is important to consult with a legal professional to fully understand the implications of the choice of law provision and the exceptions listed in EXHIBIT "I". This will help a franchisee understand their rights and obligations under the franchise agreement and to assess any potential risks associated with the choice of law provision. Franchise agreements often include choice of law provisions, but it is less common to see explicit exceptions carved out in a separate exhibit, making it particularly important to scrutinize EXHIBIT "I" in this case.