What law governs the Boulder Designs Franchise Agreement?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in the | Summary | |
|---|---|---|---|
| Franchise Agreement | |||
| a. Length of the franchise | Section 4.1 | 10 years. | |
| term | |||
| b. Renewal or extension of | Section 4.2 | Additional 10-year term if certain conditions | |
| the term | are met. | ||
| Provision | Section in the Franchise Agreement | Summary or modify their business relationship with Us, our Affiliate(s) or any other franchisee. | |
| s. Modification of the | Sections 9.2 and | The Franchise Agreement can be modified | |
| agreement | 22.6 | only by written agreement between you and us. | |
| t. Integration/merger clause | Section 22.6 | Only the terms of the Franchise Agreement and all exhibits to the Franchise Agreement are binding (subject to state law). Any representations or promises made outside of the disclosure document and the Franchise Agreement may not be enforceable. | |
| u. Dispute resolution by arbitration or mediation | Section 23.7 | Except for actions or claims for injunctive relief or specific performance or relating to the Marks, Trade Secrets or Confidential Information, all disputes must be mediated in McLennan County, Texas. (Subject to state law) | |
| v. Choice of forum | Section 23.2 | Litigation must be initiated and maintained in the judicial district in which our principal place of business is located at the time the lawsuit was initiated, currently Waco, Texas. We have the right to seek injunctive relief from any court of competent jurisdiction. (Subject to state law) | |
| w. Choice of law | Section 23.1 | Texas law applies (subject to state law), except that disputes over the Marks will be governed by the United States Trademark Act of 1946. |
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 44–50)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, the Franchise Agreement is governed by Texas law, with one exception. Section 23.1 of the agreement specifies that Texas law applies to the agreement, but disputes over the Boulder Designs' trademarks will be governed by the United States Trademark Act of 1946. This clause is subject to state law.
This means that most legal issues arising from the franchise agreement, such as contract interpretation or disputes about performance, will be decided based on Texas law. However, any disputes specifically related to the Boulder Designs trademarks will be governed by federal law. Franchisees should be aware of this distinction, especially if trademark issues arise.
The inclusion of a choice of law provision is standard practice in franchise agreements. It provides clarity and predictability regarding which jurisdiction's laws will be applied in the event of a dispute. Franchisees should familiarize themselves with the relevant aspects of Texas law and the United States Trademark Act to fully understand their rights and obligations under the Boulder Designs Franchise Agreement.