Under what circumstances would the laws of the state where the franchisee's principal office is located be used to interpret the Bojangles Franchise Agreement?

According to Bojangles's 2025 Franchise Disclosure Document, the Franchise Agreement is generally interpreted under the laws of North Carolina, as that is where Bojangles accepts and executes the agreement. This is a common practice in franchising, where the franchisor's home state law often governs the agreement to ensure uniformity. However, there is an exception to this rule.

Specifically, if any provision within the Bojangles Franchise Agreement is deemed unenforceable under North Carolina law, then the laws of the state where the franchisee's principal office is located will be used to interpret and construe those specific provisions. This condition is designed to protect franchisees from being bound by clauses that are invalid in their home state, ensuring a degree of legal compliance across different jurisdictions.

This means that a Bojangles franchisee needs to be aware of the franchise laws in their own state and how they might interact with the terms of the Franchise Agreement. While most of the agreement will be governed by North Carolina law, any clauses that conflict with the franchisee's local laws will be interpreted according to those local laws, offering a safeguard against potentially unenforceable provisions.