What is the 'Chosen Forum' for litigation permitted or required by the Buff City Soap agreement?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
- (7) Contingency.
If for any reason the binding arbitration provisions of this Agreement are not enforceable, the exclusive forum for resolution of any otherwise Arbitrable Claims will be the United States District Court for the Northern District of Texas, Dallas Division except that, if the federal court lacks subject matter jurisdiction, the forum will be the District Court of Dallas County, Texas.
The provisions of this Section 15(c)(7) will not apply to any claim for temporary injunctive relief pending arbitration filed pursuant to Section 15(c)(5) above.
- (d) Consent to Jurisdiction and Venue.
To the extent that this Agreement permits or requires litigation, the Parties hereby irrevocably submit to the exclusive jurisdiction provision of Section 15(c)(7) (the "Chosen Forum").
By execution and delivery of this Agreement, each Party hereby irrevocably waives, to the fullest extent it may effectively do so, any claim that it is not personally subject to the jurisdiction of the Chosen Forum or that the Chosen Forum is not a convenient forum.
By execution and delivery of this Agreement, each Party hereby agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of the Chosen Forum or that the Chosen Forum is not a convenient forum.
Source: Item 23 — Receipts (FDD pages 69–186)
What This Means (2025 FDD)
According to the 2025 Buff City Soap Franchise Disclosure Document, the 'Chosen Forum' for litigation permitted or required by the franchise agreement is defined in Section 15(c)(7). If the binding arbitration provisions are not enforceable for any reason, the exclusive forum for resolution of any otherwise arbitrable claims will be the United States District Court for the Northern District of Texas, Dallas Division. However, if the federal court lacks subject matter jurisdiction, the forum will be the District Court of Dallas County, Texas. This provision does not apply to any claim for temporary injunctive relief pending arbitration filed pursuant to Section 15(c)(5).
This means that if a Buff City Soap franchisee has a dispute with the franchisor that cannot be resolved through arbitration, they must pursue legal action in the specified courts in Texas. This clause dictates where a franchisee can sue Buff City Soap, and conversely, where Buff City Soap can sue a franchisee.
The FDD also states that both parties irrevocably submit to the exclusive jurisdiction provision of Section 15(c)(7) and waive any claim that they are not personally subject to the jurisdiction of the Chosen Forum or that the Chosen Forum is not a convenient forum. This ensures that both parties agree to the specified forum and cannot later claim it is inconvenient or that they are not subject to its jurisdiction. This agreement is further solidified by each party agreeing not to assert any claim that it is not personally subject to the jurisdiction of the Chosen Forum or that the Chosen Forum is not a convenient forum.
This type of clause is common in franchise agreements to provide clarity and predictability regarding where legal disputes will be resolved. It is important for prospective franchisees to understand this clause, as it may require them to litigate disputes in a specific location, potentially incurring travel and legal expenses.