In Indiana, what law governs the Bonchon Franchise Agreement, Area Development Agreement, and Software License Agreement?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding anything to the contrary set forth in the Franchise Disclosure Document, the following provisions shall supersede and apply to all franchises offered and sold in the State of Indiana:
The Franchise Agreement, Area Development Agreement and Software License Agreement will be governed by Indiana law, rather than New York law, as stated in Section 32.03 of the Franchise Agreement ("Governing Law"), Section 18.12 of the Area Development Agreement ("Governing Law") and Section 16.01 of the Software License Agreement ("Governing Law"), respectively.
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, the Franchise Agreement, Area Development Agreement, and Software License Agreement are governed by Indiana law for franchises offered and sold in Indiana. This means that Indiana law will be used to interpret and enforce these agreements, regardless of any provisions stating otherwise.
Specifically, the Indiana Addendum to the Disclosure Document states that these agreements will be governed by Indiana law, superseding any references to New York law within the original agreements. This is highlighted in Section 32.03 of the Franchise Agreement, Section 18.12 of the Area Development Agreement, and Section 16.01 of the Software License Agreement.
This is important for prospective Bonchon franchisees in Indiana because it ensures that their franchise agreements are subject to the protections and regulations provided by Indiana law. It also means that any legal disputes related to these agreements will likely be resolved in Indiana courts, under Indiana legal standards. This addendum helps to protect franchisees by ensuring the franchise relationship is interpreted under Indiana law.