Under what circumstances regarding enforceability would the laws of the state where the Bojangles franchisee's principal office is located be used to interpret the franchise agreement?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
- A. This Agreement takes effect upon its acceptance and execution by Franchisor in the State of North Carolina, and shall be interpreted and construed under the laws of that State, which laws shall prevail in the event of any conflict of law; provided, however, that if any of the provisions of this Agreement would not be enforceable under the laws of North Carolina, then such provisions shall be interpreted and construed under the laws of the state in which the principal office of Franchisee is located.
Source: Item 23 — RECEIPTS (FDD pages 82–573)
What This Means (2025 FDD)
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 means that North Carolina law will be used to resolve any disputes or interpret the terms of the agreement.
However, there is an exception to this rule. If any provision of the franchise agreement is not enforceable 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 that specific provision. This ensures that franchisees are not bound by clauses that are invalid in their home state.
This provision is fairly common in franchise agreements to protect both the franchisor and franchisee. It aims to balance the franchisor's desire for uniformity with the franchisee's need to operate under laws that are applicable and enforceable in their specific jurisdiction. Prospective franchisees should be aware of this clause and understand that while North Carolina law generally governs, their local state laws can take precedence if certain provisions are unenforceable under North Carolina law.