Under what state's laws will the Bojangles Franchise Agreement be interpreted and construed?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
XXIV. APPLICABLE LAW
- 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.
- B. The parties agree that any action brought by either party against the other in any court, whether federal or state, shall be brought within the State of North Carolina and do hereby waive all questions of personal jurisdiction or venue for the purpose of carrying out this provision.
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, the Franchise Agreement will generally be interpreted and construed 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 ambiguities in the contract.
However, there is an exception: if any provision of the Agreement would not be enforceable under North Carolina law, then that specific provision will be interpreted and construed under the laws of the state in which the franchisee's principal office is located. This ensures that franchisees are not subject to unenforceable terms due to conflicts with their local state laws.
Furthermore, the Bojangles FDD includes addenda for franchisees in specific states like North Dakota, Rhode Island, and Minnesota, which may modify the applicable law provisions to comply with local franchise laws. For example, the Rhode Island addendum states that any provision restricting jurisdiction or requiring the application of another state's laws is void with respect to claims enforceable under the Rhode Island Franchise Investment Act. Therefore, franchisees should carefully review any state-specific addenda to understand how the applicable law provision may be modified in their case.