Under what condition will a provision of the Buildingstars Franchise Agreement be interpreted and construed under the laws of the state where the Business is located?
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 is generally governed by the laws of Missouri, as the agreement was accepted in Missouri. However, there is an exception to this rule.
If any specific provision within the Buildingstars Franchise Agreement is unenforceable under Missouri law, and the Buildingstars business is located outside of Missouri, the laws of the state where the business is located will govern the interpretation and construction of that specific provision. This condition applies only if the provision in question would be enforceable under the laws of the state where the business is located.
This means that a Buildingstars franchisee operating outside of Missouri may find that certain parts of their agreement are subject to the laws of their own state, providing a potential safeguard if Missouri law is less favorable to the franchisee on a particular issue. However, this only applies to provisions that are unenforceable in Missouri but enforceable in the franchisee's state.