Is the choice of law for the Bombs Away franchise agreement subject to any conditions?
Bombs_Away Franchise · 2024 FDDAnswer from 2024 FDD Document
| Provision | Section in franchise or | Summary |
|---|---|---|
| other agreement | ||
| parties. This provision does not limit our | ||
| right to modify the Manual or system | ||
| specifications. | ||
| t. Integration/merger | Only the terms of the franchise agreement | |
| clause | ||
| and other written agreements are binding | ||
| (subject to state law). Any representations | ||
| or promises outside of the disclosure | ||
| document and franchise agreement may not | ||
| be enforceable. However, no claim made in | ||
| any franchise agreement is intended to | ||
| disclaim the representations made in this | ||
| Disclosure Document. | ||
| u. Dispute resolution by | All disputes are resolved by arbitration | |
| arbitration or mediation | ||
| (except for injunctive relief) (subject to | ||
| applicable state law). | ||
| v. Choice of forum | Arbitration will take place where our | |
| headquarters is located (currently, | ||
| Campbell California) (subject to applicable | ||
| state law). Any legal proceedings not | ||
| subject to arbitration will take place in the | ||
| District Court of the United States, in the | ||
| district where our headquarters is then | ||
| located, or if this court lacks jurisdiction, | ||
| the state courts of the state and county | ||
| where our headquarters is then located | ||
| (subject to applicable state law). | ||
| w. Choice of law | § 18.8 | California (subject to applicable state law) |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 28–31)
What This Means (2024 FDD)
According to the 2024 Bombs Away Franchise Disclosure Document, the franchise agreement is governed by California law. However, this choice of law is explicitly "subject to applicable state law." This means that while Bombs Away specifies California law in its agreement, any conflicting laws of the state where the franchisee operates their business will take precedence.
This condition is important for prospective Bombs Away franchisees because it acknowledges that certain aspects of the franchise relationship may be governed by the laws of their specific state rather than California law. These state-specific laws can vary widely and may impact various aspects of the franchise agreement, such as termination rights, non-compete clauses, and dispute resolution procedures.
For example, some states have franchise relationship laws that provide additional protections to franchisees beyond what is outlined in the franchise agreement. These laws might restrict Bombs Away's ability to terminate a franchise agreement or impose certain conditions on franchise renewals. Therefore, franchisees need to be aware of the franchise laws in their own state and how they might affect their rights and obligations under the Bombs Away franchise agreement. It is advisable to seek legal counsel to understand the specific implications of this clause in the context of their state's laws.