What state's laws govern the Buona Franchise Agreement?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Franchise Agreement | Summary |
|---|---|---|
| r. Non-competition and Non- Solicitation covenants during the term of the franchise | Section 14.2, 14.4 | No involvement in Competitive Business anywhere and no diversion of any business or customers of the Buona Business. No solicitation of our employees or our franchisee’ employees. |
| s. Non-competition and non- solicitation covenants after the franchise is terminated or expires | Section 14.3 – 14.4 | No involvement in Competitive Business for 2 years within 10 miles of the site of any Buona Business, whether or not formerly owned by you, except owning less than 2% of the outstanding shares of a publicly traded security. No solicitation of our employees or our franchisees’ employees for 1 year. |
| t. Modification of agreement | Sections 7.1, | No modifications generally without mutual |
| 23.1, 25.1, 25.8 | consent, but the Manual is subject to change. | |
| t. Integration/merger clause | Section 23.1 | Only the terms of the Franchise Agreement and other related written agreements are binding (subject to state law). However, nothing in the Franchise Agreement or any related agreement is intended to disclaim our representations made in this Franchise Disclosure Document. Any representations or promises outside of the Franchise Disclosure Document and other agreement may not be enforceable. |
| u. Dispute resolution by | Sections 24.1 – | Illinois (subject to state law). |
| arbitration | 24.4 | |
| v. Choice of forum | Sections 24.5 | Illinois (subject to state law). |
| w. Choice of law | Sections 24.5 | Illinois (subject to state law). |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 52–60)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, the Franchise Agreement is governed by Illinois law. Specifically, the "Choice of law" provision in Section 24.5 of the Franchise Agreement dictates that Illinois law applies, although this is subject to state law. This means that any legal disputes arising from the franchise agreement will be interpreted and resolved according to the laws of Illinois.
For a prospective franchisee, this is an important consideration because the laws of Illinois will dictate the legal framework within which the franchise operates. Should any disputes arise with Buona, the franchisee will likely need to engage legal counsel familiar with Illinois law and may need to travel to Illinois for legal proceedings.
It is relatively common in franchising for the franchisor to select the state law that governs the franchise agreement, and many franchisors choose the state where their headquarters are located. Franchisees should be aware of this provision and understand that they are agreeing to have Illinois law govern their agreement with Buona.