What section number in the Boulder Designs Franchise Agreement specifies the choice of law?
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 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 38–44)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, Section 23.1 of the Franchise Agreement specifies the choice of law. In general, Texas law applies to the agreement. However, disputes over trademarks will be governed by the United States Trademark Act of 1946.
This means that the Franchise Agreement is primarily interpreted and enforced under Texas law, which could impact franchisees depending on their location, as laws vary by state. The exception for trademark disputes ensures that federal law takes precedence in those specific cases, which is standard practice in franchising to protect brand intellectual property.
It is important to note the phrase "(subject to state law)" which appears in the table. This indicates that while the Franchise Agreement specifies Texas law, certain state laws where the franchisee operates may override this provision, as seen in the supplements for California, Illinois, and Indiana. Prospective franchisees should consult with a legal professional to understand how these choice of law and choice of forum provisions may affect their rights and obligations in their specific state.