Which state's laws govern the Bombs Away Agreement and any Guaranty Agreement?

According to Bombs Away's 2024 Franchise Disclosure Document, the laws of California govern the Guaranty Agreement. Specifically, the agreement is construed in accordance with California law, without regard to its principles of conflicts of law. However, any California law designed to protect franchisees or business opportunity purchasers will not apply unless its jurisdictional requirements are met independently, without relying on this specific section of the agreement.

This means that while the Guaranty Agreement is generally subject to California law, there are limitations. California's franchise-specific laws will only apply if the franchisee independently meets the jurisdictional requirements of those laws, separate from the governing law provision in the Guaranty Agreement. This could potentially limit a franchisee's ability to rely on California franchise law in disputes, depending on the specific circumstances and jurisdictional requirements.

Additionally, the Bombs Away Franchise Agreement itself specifies that the laws of California govern all adversarial proceedings between the parties, again without giving effect to its principles of conflicts of law. Similar to the Guaranty Agreement, any California law for the protection of franchisees or business opportunity purchasers will not apply unless its jurisdictional requirements are met independently. This dual specification reinforces California's role as the primary legal framework for both the Guaranty Agreement and adversarial proceedings related to the Franchise Agreement, while also carving out exceptions for California franchise law under certain jurisdictional conditions.

It is important to note that the Illinois, Maryland, Rhode Island, and Washington Riders to the Franchise Agreement include provisions that may supersede the general governing law. For example, the Illinois Rider states that the Franchise Agreement is governed by Illinois law, notwithstanding any provision in the Agreement to the contrary. Franchisees in these states should carefully review these riders to understand how they modify the governing law provisions of the Franchise Agreement.