Under which state's laws will the Brain Balance agreement be interpreted and enforced?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 23: RECEIPTS]
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- This Agreement will be interpreted and enforced under California law without regard to the conflict of law rules thereof. If a court finds any part of this Agreement invalid, the rest of it will be enforced to the extent permitted. Any legal action or proceeding brought with respect to this Agreement may be brought only in the courts of the State of California, and by my signature below, I consent to the personal jurisdiction of such courts.
Source: Item 23 — RECEIPTS (FDD pages 72–292)
What This Means (2025 FDD)
According to the 2025 Brain Balance Franchise Disclosure Document, the franchise agreement will be interpreted and enforced under California law. This means that any legal disputes arising from the franchise agreement will be subject to California's legal principles, without considering conflicts of law rules.
This clause specifies that California law governs the interpretation and enforcement of the agreement. It also states that any legal actions or proceedings related to the agreement must be brought in California courts, and the franchisee consents to the personal jurisdiction of those courts. This is a standard provision in franchise agreements, as it provides clarity and predictability regarding the legal framework and venue for resolving disputes.
However, an addendum for California franchisees states that the California Franchise Investment Law and the California Franchise Relations Act will govern franchisees operating outlets in California, regardless of any conflicting choice of law or dispute resolution venue stated elsewhere in the agreement. This addendum supersedes any contradictory language in the franchise agreement, ensuring that California franchisees receive the protections afforded by California law.