In the event of a judicial interpretation of the Burger King franchise agreement, what agreement exists regarding how the court should construe the document against either party?
Burger_King Franchise · 2025 FDDAnswer from 2025 FDD Document
THIS AMENDMENT IS AN ATTACHMENT TO ALL BURGER KING® RESTAURANT FRANCHISE AGREEMENTS (ENTITY) GRANTED IN THE STATE OF HAWAII.
AMENDMENT TO BURGER KING® RESTAURANT FRANCHISE AGREEMENT (ENTITY) REQUIRED BY THE STATE OF ILLINOIS Burger King Restaurant
Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions shall supersede and apply to all BURGER KING franchises offered and sold in the State of Illinois:
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- Illinois law governs the Franchise Agreement.
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- Franchisee's rights upon termination and non-renewal are set forth in Sections 19 and 20 of the Illinois Franchise Disclosure Act of 1987, Ill. Comp. Stat. §§ 705/1 to 705/44 (the "Act").
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- Section 4 of the Act states that "Any provision in a franchise agreement that designates jurisdiction or venue in a forum outside of this State is void, provided that a franchise agreement may provide for arbitration in a forum outside of this State."
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- Any condition, stipulation or provision purporting to bind any person acquiring a franchisee to waive requirements with any provisions of the Act or any other law of the State of Illinois is void. This shall not prevent any person from entering into a settlement agreement or executing a general release regarding a potential or actual lawsuit filed under the provisions of the Act, nor shall it prevent the arbitration of any claims pursuant to the provisions of Title IX of the United States Code.
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- The provision in the Franchise Agreement which terminates the franchise upon the bankruptcy of the Franchisee may not be enforceable under Title 11, United States Code, Section 101.
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- Section 18.A of the Franchise Agreement is modified by the insertion of the following at the end of such Section:
Notwithstanding the foregoing, to the extent required by Illinois law, the Franchisor shall provide reasonable notice to the Franchisee with the opportunity to cure any defaults under this Section 18.A, which shall not be less than ten (10) days and in no event shall such notice be required to be more than thirty (30) days.
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 109–124)
What This Means (2025 FDD)
Based on the 2025 Burger King Franchise Disclosure Document, there is no general clause that dictates how a court should construe the franchise agreement against either party. However, the FDD includes amendments for franchisees in specific states that address how state laws may supersede the franchise agreement.
For example, the franchise agreement amendments for Illinois state that Illinois law governs the Franchise Agreement. The amendment for North Dakota states that it is unfair and unequitable under the North Dakota Franchise Investment Law for the franchisor to require the franchisee to consent to the jurisdiction of courts located outside of North Dakota. Similarly, the amendment for Washington states that the provisions of the Washington Franchise Investment Protection Act will prevail in the event of a conflict of laws.
Prospective Burger King franchisees should be aware that the interpretation of the franchise agreement can be influenced by state-specific laws, especially regarding jurisdiction, termination, and waivers. Franchisees should consult with legal counsel to understand how these state laws might affect their rights and obligations under the franchise agreement.