Are there any exceptions to the choice of law governing the Buns On Fire franchise agreement?
Buns_On_Fire Franchise · 2025 FDDAnswer from 2025 FDD Document
ndulgence granted by Franchisor or its agents, successors or assigns, with respect to the Franchise Agreement or any other agreement(s) by and between Franchisee and Franchisor, shall in no way modify or amend this Guaranty, which shall be continuing, absolute, unconditional and irrevocable.
It is understood and agreed by the undersigned that the provisions, covenants and conditions of this Guaranty shall inure to the benefit of the Franchisor, its successors and assigns. This Guaranty may be assigned by Franchisor voluntarily or by operation of law without reducing or modifying the liability of the undersigned hereunder.
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.
Source: Item 23 — RECEIPTS (FDD pages 49–200)
What This Means (2025 FDD)
According to the 2025 Buns On Fire Franchise Disclosure Document, there are a few exceptions to the choice of law. For the Guaranty, it is construed in accordance with Illinois law, but if any provision is unenforceable under Illinois law and enforceable under the law of the state where the franchised business is located outside of Illinois, then that provision will be interpreted under the laws of that state. The choice of law should not be considered a waiver of any right conferred upon the franchisor or the franchisee by Article 33 of the General Business Law of the State of New York.
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 take place outside of Illinois.
For franchisees in Washington, the Washington Franchise Investment Protection Act may supersede the license agreement, including areas of termination and renewal. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act will prevail.