Does the United States Trademark Act of 1946 govern the agreement between Buona and its developers?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
Except to the extent governed by the FAA, the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Section 1051, et seq.) or other federal law, this Agreement shall be interpreted and governed under the laws of the State of Illinois and any dispute between the parties shall be governed by and determined in accordance with the substantive laws of the State of Illinois, which laws shall prevail if there is any conflict of law.
Developer and Franchisor have negotiated regarding a forum in which to resolve any disputes which may arise between them and have agreed to select a forum in order to promote stability in their relationship.
Therefore, if a claim is asserted in any legal proceeding involving Developer and/or any affiliate of Developer and Franchisor, its Affiliates and their respective officers, directors, members, managers, and employees, the parties agree that the exclusive venue for disputes between them shall be
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, the United States Trademark Act of 1946, also known as the Lanham Act, does govern the agreement between Buona and its developers. Specifically, the FDD indicates that the Lanham Act (15 U.S.C. Section 1051, et seq.) applies to the agreement, in addition to other federal laws.
Beyond the Trademark Act, the agreement is generally interpreted and governed under the laws of the State of Illinois. This means that while federal trademark law plays a role, Illinois state law also dictates how the agreement is understood and enforced. In case of a conflict of law, Illinois laws will prevail.
Furthermore, the FDD states that Buona and its developers have agreed to select a specific forum to resolve disputes in order to promote stability in their relationship. The exclusive venue for legal proceedings involving Buona and its affiliates will be determined based on this agreement. All arbitration proceedings between Buona and its developers will be governed by the Federal Arbitration Act (FAA), and no procedural arbitration issues are to be resolved pursuant to any state statutes, regulations, or common law.