What is the governing state law referenced in the Indiana Amendment to the Boulder Designs Franchise Agreement?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
- Dispute Resolution. Article 23 of the Franchise Agreement is amended by the addition of the following language:
Notwithstanding anything to the contrary in this Article 23, if this Article 23 requires litigation to be conducted in a forum other than the State of Indiana, the requirement may be unenforceable as a limitation on litigation pursuant to IC 23-2-2.7-1(1). Notwithstanding anything to the contrary contained in this Article 23, the choice of law for any cause of action brought under this Agreement will be subject to any superseding provisions contained in Indiana's Franchise Acts, IC 23-2-2.5 and 2.7. You will be permitted to bring actions arising under IC 23-2-2.5 at any time within three years from the date of violation pursuant to IC 23-2-2.7-1(10). You cannot be required to recognize the adequacy or inadequacy of any remedy. The waiver or release of any rights with regard to this Agreement is prohibited under IC 23-2-2.7-1(5).
- Acknowledgments. Article 24 of the Franchise Agreement is amended by the addition of the following language:
However, such representations are not intended to nor shall they act as a release, assignment, novation, waiver or estoppel which purports to relieve Franchisor from liability under Indiana Code 23-2-2.7.
- Each provision of this Amendment will be effective only to the extent that, with respect to the provision, the jurisdictional requirements of the Indiana Franchise Practices Law is met independently of this Amendment. Franchisor does not waive its right to challenge the enforceability of any state law and declares void or unenforceable any provision contained in this Agreement. Franchisor and Franchisee will enforce the provisions of this Agreement to the extent permitted by law.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, the Indiana Amendment to the Franchise Agreement references several Indiana statutes. Specifically, it mentions that if Article 23 of the Franchise Agreement requires litigation to occur outside of Indiana, it may not be enforceable under IC 23-2-2.7-1(1). The choice of law for any action brought under the agreement is subject to Indiana's Franchise Acts, IC 23-2-2.5 and 2.7.
Additionally, franchisees can bring actions under IC 23-2-2.5 within three years of a violation, as per IC 23-2-2.7-1(10). The amendment also states that franchisees cannot be forced to acknowledge the adequacy or inadequacy of any remedy, and waiving rights related to the agreement is prohibited under IC 23-2-2.7-1(5).
Furthermore, any representations made by Boulder Designs should not relieve them from liability under Indiana Code 23-2-2.7. The amendment clarifies that each provision is effective only if it independently meets the jurisdictional requirements of the Indiana Franchise Practices Law. Boulder Designs retains the right to challenge the enforceability of any state law.