Does the Buildingstars Franchise Agreement specify which state's laws govern the agreement?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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 the 2025 Buildingstars Franchise Disclosure Document, the Franchise Agreement is generally governed by Missouri law. Specifically, unless superseded by the U.S. Trademark Act of 1946, the agreement will be interpreted under the laws of Missouri, without regard to its conflict of laws principles. This means that Missouri law will be used to resolve disputes and interpret the terms of the agreement.
However, there is an exception: if any provision of the Buildingstars Franchise Agreement is unenforceable under Missouri law, and the franchisee's business is located outside of Missouri, the laws of the state where the business is located will govern that specific provision, but only that provision. This ensures that franchisees operating in different states are not subject to unenforceable terms due to conflicts with local laws.
Furthermore, the Buildingstars Franchise Agreement states that the franchisee acknowledges the agreement was accepted in the State of Missouri. This acknowledgement reinforces the intent that Missouri law should generally apply, except where it conflicts with the laws of the state where the franchise is located and only to the extent of the conflict.