In the Buildingstars franchise agreement, what is the required action of both parties regarding jurisdiction and Missouri law in the Federal District Court?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
B. Litigation. Except as otherwise provided in this Agreement, all controversies, disputes or claims between BUILDINGSTARS and FRANCHISEE arising from this Agreement or the franchise relationship set forth in this Agreement shall be filed in the Federal District Court in St. Louis, MO when
the grounds set forth in 28 U.S.C.§ 1332 are present. Both parties and each guarantor of this Agreement irrevocably submit to the jurisdiction of this court and waive any objection to the application of Missouri law or to the jurisdiction or venue in this court. In the event that the above-referenced federal court does not have jurisdiction over the dispute, the parties shall submit to binding arbitration as provided below.
Notwithstanding the foregoing, any claims BUILDINGSTARS has relating to its trademarks, service marks, patents, or copyrights, including the Marks; claims relating to any lease or sublease of any real property between the parties or their affiliated entities; or requests by BUILDINGSTARS for temporary restraining orders, preliminary injunctions, permanent injunctions or other proceedings in a court of competent jurisdiction to obtain interim or permanent relief when deemed necessary by such court to preserve the status quo or prevent irreparable injury pending resolution of the actual dispute between the parties shall be brought in either federal or state courts in St. Louis County, MO. Both parties agree to submit to the jurisdiction of the state and federal court in St. Louis County, MO.
Source: Item 22 — CONTRACTS (FDD page 43)
What This Means (2025 FDD)
According to Buildingstars's 2025 Franchise Disclosure Document, both Buildingstars and the franchisee must adhere to specific stipulations regarding jurisdiction and Missouri law when disputes arise. Specifically, if grounds are present as outlined in 28 U.S.C.§ 1332, all controversies, disputes, or claims between Buildingstars and the franchisee must be filed in the Federal District Court in St. Louis, MO.
Both parties, including any guarantors to the agreement, are required to irrevocably submit to the jurisdiction of this court. This means they agree to be bound by the court's decisions. Furthermore, both parties waive any objection to the application of Missouri law or to the jurisdiction or venue within this specific court. This ensures that Missouri law will govern the dispute and that the case will be heard in St. Louis, MO.
However, there is an exception. If the Federal District Court does not have jurisdiction over the dispute, the parties are then required to submit to binding arbitration, as detailed elsewhere in the agreement. This arbitration will take place instead of court proceedings, providing an alternative method for resolving the dispute.
It's also important to note that Buildingstars has the option to bring claims relating to trademarks, service marks, patents, copyrights, leases, or requests for injunctive relief in either federal or state courts in St. Louis County, MO, and both parties agree to submit to the jurisdiction of those courts as well.