Does the Buildingstars Franchise Agreement state that it is governed by Missouri law?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
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 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 document states that the agreement was accepted in Missouri, and except when governed by the U.S. Trademark Act of 1946, the agreement will be governed by the laws of Missouri, without regard to its conflict of laws principles. This means that Missouri law will be used to interpret and enforce the agreement.
However, there is an exception to this rule. If any provision of the Buildingstars Franchise Agreement is unenforceable under Missouri law, and the franchisee's 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 in different states are not subject to unenforceable terms.
Furthermore, the Buildingstars FDD specifies that any legal actions arising from the agreement may be initiated in Missouri state or federal court. By entering into the agreement, the franchisee submits to the jurisdiction of these Missouri courts and waives any objections to the application of Missouri law or to the jurisdiction or venue in those courts. This clause streamlines dispute resolution by establishing a clear legal framework and venue for any potential conflicts.