Does the choice of law for Brain Balance franchise disputes depend on any conditions?

According to Brain Balance's 2025 Franchise Disclosure Document, the choice of law for disputes is conditional. Specifically, the FDD indicates that the choice of law is "subject to applicable state law." This means that while the franchise agreement specifies Delaware law, this may be superseded by the laws of the state in which the franchisee operates, depending on the specific legal issue.

This condition is significant for prospective Brain Balance franchisees because it means that the legal framework governing their franchise agreement may not be uniform across all locations. Franchisees need to be aware that certain aspects of their agreement could be interpreted or enforced differently based on their state's laws. This could impact various aspects of the franchise, including termination rights, intellectual property protection, and dispute resolution.

It is common practice in franchising to include a choice of law provision, but it is equally common for such provisions to be subject to state law. This acknowledges the regulatory authority of individual states over franchise relationships. Therefore, prospective Brain Balance franchisees should consult with a legal professional to understand how the laws of their specific state might affect the enforceability and interpretation of their franchise agreement, particularly in the context of the Delaware choice of law provision.