In the event of a legal dispute, where will actions or proceedings be instituted and litigated by either Bonchon or the licensee?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
will be interpreted and construed under the laws of that state. Nothing in this Section intended to invoke, and shall not be deemed to invoke, the application of any franchise, business opportunity, antitrust, "implied covenant", unfair competition, unfair or deceptive trade practice, fiduciary or any other doctrine of law of the State of New York or any successor state Licensor designates (as provided above), which would not otherwise apply by its terms jurisdictionally or otherwise but for the within designation of governing law or which, by virtue of its denominated geographic or subject matter scope, would not by its terms otherwise apply.
16.02 Venue
Any action or proceeding brought by Licensor or Licensee (and/or any of Licensor's or Licensee's respective affiliates, and their respective owners, members, officers, directors or managers) against any such other party, whether sounding in law or equity, will be instituted, litigated through conclusion and, if necessary, appealed through final, irrevocable judgment exclusively in a state or federal district court of competent jurisdiction situated in New York, New York. Any such action or proceeding shall be brought in federal court if federal court jurisdiction exists and, if it does not exist, then in state court. Licensee (and Licensee's affiliates, and the owners, members, officers, directors or managers of each of the foregoing) hereby irrevocably submit themselves to the jurisdiction of any such court and waive all questions of personal jurisdiction for the purpose of carrying out this provision. Licensee (and each of Licensee's affiliates, and the owners, members, officers, directors or managers of each of the foregoing) agrees that any dispute as to the venue for litigation will be submitted to and resolved exclusively by such aforementioned court. Notwithstanding the foregoing, however, with respect to any action for monies owed, injunctive or other extraordinary or equitable relief, or involving possession or disposition of, or other relief relating to, Bonchon's Software or any part of the Software, Licensor may bring such an action in any state or federal district court which has jurisdiction. Licensee, on behalf of Licensee and Licensee's affiliates, and the owners, members, officers, directors or managers of each of the foregoing, hereby waive and covenant never to assert or claim that the venue designated for litigation by this Agreement is for any reason improper, inconvenient, prejudicial or otherwise inappropriate (including any claim under the judicial doctrine of "forum non conveniens"). The parties agree that this Section 16.02 shall not be construed as preventing either party from removing an action or proceeding from state to federal court.
**17. COSTS OF ENFORCEMENT;
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, any legal action initiated by either Bonchon or the franchisee, including their affiliates and respective personnel, will be conducted in a state or federal district court with jurisdiction in New York, New York. The FDD specifies that federal court will be the venue if federal jurisdiction is applicable; otherwise, the action will proceed in state court. Franchisees and their affiliates consent to the jurisdiction of these courts and waive any objections to personal jurisdiction. Disputes regarding the venue will be resolved exclusively by the aforementioned court.
However, Bonchon retains the right to initiate actions for monies owed, injunctive relief, or matters concerning Bonchon's software in any state or federal district court with jurisdiction. Franchisees also waive any claims that the designated venue is improper or inconvenient. This section does not prevent either party from transferring an action from state to federal court.
For franchisees in Washington state, the FDD stipulates that in any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.