What happens if there are inconsistencies between the Buildingstars Franchise Agreement and the Lanham Act?
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.
Source: Item 22 — CONTRACTS (FDD page 43)
What This Means (2025 FDD)
According to Buildingstars's 2025 Franchise Disclosure Document, the Franchise Agreement acknowledges that it was accepted in the State of Missouri. The agreement specifies that, except when a dispute is governed by the U.S. Trademark Act of 1946 (Lanham Act, 115 U.S.C. 1051), the laws of Missouri will govern the agreement, without considering its conflict of laws principles, to the extent permissible.
However, if any part of the Buildingstars Franchise Agreement is unenforceable under Missouri law, and the Buildingstars business is located outside of Missouri, the provision in question will be interpreted and construed under the laws of the state where the business is located, but only if that state's laws would make the provision enforceable.
This means that the Lanham Act takes precedence over the Buildingstars Franchise Agreement when it applies. For prospective Buildingstars franchisees, this clause ensures that federal trademark law is the primary authority in disputes involving trademarks. Furthermore, if a provision is unenforceable in Missouri but enforceable in the state where the franchise operates, that state's law will govern, providing some flexibility depending on the franchisee's location.