In which county in Delaware must any action arising out of the Brain Balance agreement be brought?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
21.01. This Agreement shall be construed and enforced in accordance with the laws of the state of Delaware without regard to the rules of conflict of laws. Except as provided in Section 20.01, any action arising out of this Agreement may only be brought in any court of the state of Delaware located in New Castle County, Delaware, or in the United States District Court for the District of Delaware and the parties irrevocably consent to the personal jurisdiction of all such courts.
Source: Item 22 — CONTRACTS (FDD pages 70–72)
What This Means (2025 FDD)
According to Brain Balance's 2025 Franchise Disclosure Document, any legal action stemming from the franchise agreement, with a specific exception, must be initiated in a court located in New Castle County, Delaware. Franchisees also consent to the jurisdiction of the United States District Court for the District of Delaware. This means that if a Brain Balance franchisee has a dispute with the franchisor that leads to a lawsuit, they will likely need to pursue that legal action in New Castle County, Delaware, regardless of where their franchise is located.
The exception mentioned relates to Section 20.01 of the agreement, though the document does not specify what that exception entails. It is important to note that the franchisee irrevocably consents to the personal jurisdiction of these courts, which means they agree to be subject to the authority of these courts.
This requirement could increase costs for franchisees due to travel and legal fees if they are not located near New Castle County, Delaware. Prospective franchisees should carefully consider this clause and consult with a legal professional to understand the full implications before signing the franchise agreement. Understanding venue and jurisdiction is a crucial part of assessing the legal risks associated with the Brain Balance franchise.