To what extent does the law of Missouri govern the Buildingstars Franchise Agreement?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Further, any law regulating the offer or sale of franchises, business opportunities or similar interests or governing the relationship between a franchisor and a franchisee or any similar relationship (including the Missouri Merchandising Practices Act, Section 407.400 et.al), will not apply unless its jurisdictional requirements are met independently without reference to this Section XVI.H.
BUILDINGSTARS may institute any action arising out of or relating to this Agreement in any state or federal court of general jurisdiction in the State of Missouri, and FRANCHISEE irrevocably submits to the jurisdiction and waives any objection to the application of Missouri law or to the jurisdiction or venue in those Missouri courts.
Source: Item 23 — RECEIPT (FDD pages 43–217)
What This Means (2025 FDD)
According to Buildingstars's 2025 Franchise Disclosure Document, the Franchise Agreement is generally governed by Missouri law. The agreement was accepted in Missouri, and, to the extent permissible, Missouri law will govern the agreement without regard to its conflict of laws principles. This means that Missouri law will be used to interpret and enforce the agreement.
However, there are exceptions to this general rule. If any part of the agreement is unenforceable under Missouri law, and the Buildingstars business is located outside of Missouri, the law of the state where the business is located will govern that specific provision, but only that provision. This ensures that franchisees operating outside of Missouri are not subject to unenforceable terms.
Buildingstars may initiate legal actions related to the Franchise Agreement in Missouri courts, and the franchisee consents to the jurisdiction and venue of those courts and waives objections to Missouri law. Furthermore, any law regulating franchises or the relationship between franchisor and franchisee, including the Missouri Merchandising Practices Act, will only apply if its jurisdictional requirements are met independently, without relying on the agreement's section regarding governing law and jurisdiction. This indicates that while Missouri law generally applies, other relevant laws may also apply based on their own jurisdictional requirements.