What state's 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 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 38–44)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, the Franchise Agreement specifies that Texas law applies. However, this is subject to state law, meaning that certain states may have their own regulations that override this provision. For example, the FDD states that Illinois law applies to any claim between the parties under the Franchise Agreement that alleges violation of the Illinois Franchise Disclosure Act, regardless of the Texas law provision. Similarly, the FDD indicates that the application of Texas law may be unenforceable under California law.
This means that while the agreement is generally governed by Texas law, franchisees need to be aware of potential conflicts with their own state's franchise laws. These state-specific addenda can modify or supersede certain provisions of the standard agreement to comply with local regulations.
A prospective Boulder Designs franchisee should carefully review the state-specific addendum for their state, if one exists, and consult with an attorney to understand how their local laws may affect the enforceability of the Franchise Agreement. Understanding these nuances is crucial for protecting their rights and obligations as a franchisee.