Does the Buildingstars agreement specify which state's laws govern the agreement?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
ther number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context or sense of the Agreement or any section, paragraph, or clause herein may require, as if such words had been fully and properly written in the appropriate number and gender. Headings and paragraph titles are for convenience of reference only and shall not define, limit, or extend the scope or intent of this Agreement or any provision thereof.
- H. Governing Law and Jurisdiction. FRANCHISEE acknowledges that this Agreement was accepted in the State of Missouri. Except to the extent that this Agreement or any particular dispute is governed by the U.S. Trademark Act of 1946 (Lanham Act, 115 U.S.C. 1051), this Agreement will be governed, to the extent permissible, by the laws of the State of Missouri (without reference to its conflict of laws principles). If, however, any provision of this Agreement would not be enforceable under the laws of Missouri, and if the Business is located outside of Missouri and the provision would be enforceable under the laws of the state in which the Business is located, then the provision in question (and only that provision) will be interpreted and construed under the laws of the state where the Business is located.
Source: Item 22 — CONTRACTS (FDD page 43)
What This Means (2025 FDD)
According to Buildingstars's 2025 Franchise Disclosure Document, the franchise agreement is generally governed by the laws of Missouri. The franchisee acknowledges that the agreement was accepted in Missouri, and unless superseded by the U.S. Trademark Act, Missouri law will apply without regard to its conflict of laws principles.
However, there's an exception: if any provision of the agreement is unenforceable under Missouri law, and the Buildingstars business is located outside of Missouri, the laws of the state where the business is located will govern that specific provision. This ensures that the agreement remains enforceable to the greatest extent possible, adapting to the legal requirements of the franchisee's location.
Furthermore, Buildingstars may initiate legal action in any state or federal court in Missouri, and the franchisee consents to the jurisdiction and venue of those courts, waiving objections to Missouri law. This clause establishes Missouri as the primary legal venue for disputes, but it is subject to the previously mentioned exception regarding the enforceability of specific provisions based on the business's location.