In which state must an action be filed to interpret or enforce the Buns On Fire agreement?
Buns_On_Fire Franchise · 2025 FDDAnswer from 2025 FDD Document
This Guaranty is to be exclusively construed in accordance with and/or governed by the law of the State of Illinois without recourse to Illinois (or any other) choice of law or conflicts of law principles. If, however, any provision of this Guaranty would not be enforceable under the laws of Illinois, and if the business franchised under the Franchise Agreement is located outside of Illinois and the provision would be enforceable under the laws of the state in which the franchised business is located, then the provision (and only that provision) will be interpreted and construed under the laws of that state. Nothing in this Guaranty is intended to invoke the application of any franchise, business opportunity, antitrust, "implied covenant", unfair competition, fiduciary or any other doctrine of law of the State of Illinois or any other state, which would not otherwise apply.
Any litigation arising out of or related to this Guaranty will be instituted exclusively in a court of competent jurisdiction in Cook County, Illinois. The undersigned agree that any dispute as to the venue for this litigation will be submitted to and resolved exclusively by a court of competent jurisdiction situated in Cook County, Illinois. The undersigned hereby waive and covenant never to assert or claim that said venue is for any reason improper, inconvenient, prejudicial or otherwise inappropriate (including, without limitation, any claim under the judicial doctrine of forum non conveniens).
Should any one or more provisions of this Guaranty be determined to be illegal or unenforceable, all other provisions shall nevertheless be effective.
Source: Item 23 — RECEIPTS (FDD pages 49–200)
What This Means (2025 FDD)
According to the 2025 Buns On Fire Franchise Disclosure Document, the location where a lawsuit must be filed to interpret or enforce the agreement depends on the state where the franchise is located and the specific agreement in question. For the Guaranty agreement, any litigation must be instituted in a court of competent jurisdiction in Cook County, Illinois. The franchisee also waives any objection to this venue. However, if any provision of the Guaranty is unenforceable under Illinois law, and the franchised business is outside Illinois but the provision is enforceable under the laws of the state where the business is located, then that state's laws will govern the interpretation of that specific provision.
For franchisees in Illinois, any provision in the franchise agreement that designates jurisdiction and venue in a forum outside of Illinois is void, although arbitration may occur outside of Illinois. Similarly, for franchisees in Rhode Island, a provision restricting jurisdiction or venue to a forum outside of Rhode Island or requiring the application of the laws of another state is void with respect to a claim enforceable under the Rhode Island Franchise Investment Act.
For franchisees in Maryland, they may bring a lawsuit in Maryland with respect to claims arising under the Maryland Franchise Registration and Disclosure Law, and any such claims must be brought within 3 years after the grant of the franchise. In Washington, any arbitration involving a franchise purchased in Washington must occur in Washington, or in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator. For franchisees in Indiana, the Indiana Deceptive Franchise Practices Act requires that Indiana law govern any cause of action which arises under the Indiana Franchise Disclosure Law or the Indiana Deceptive Franchise Practices Act. Therefore, the FDD specifies that the appropriate venue for resolving disputes varies by agreement and by state.