Does the Byrider franchise agreement state that Indiana franchise laws apply regardless of the agreement's terms?
Byrider Franchise · 2025 FDDAnswer from 2025 FDD Document
- 20.5 Governing Law. This Agreement takes effect upon its acceptance and execution by the Company in Indiana and shall be interpreted and construed in accordance with Indiana law.
Any dispute between the parties, except as stated in this Section 20.5, shall be governed by the laws of the State of Indiana which law shall prevail in any event of conflict of law, except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. 1051 et seq.), the United States Arbitration Act (9 U.S.C. 1 et seq.), or other federal law.
The provisions of any law of Indiana regarding franchises (including, without limitation, registration, disclosure, or relationship, and the regulations promulgated thereunder) shall not apply unless such law's jurisdictional, definitional and other requirements are met independently of, and without reference to, this Section.
The enforceability of the covenants set forth in Article
XVIII shall be determined in accordance with the law of the state in which Franchisee's Business is located.
Source: Item 23 — Receipts (FDD pages 88–335)
What This Means (2025 FDD)
According to Byrider's 2025 Franchise Disclosure Document, the franchise agreement specifies that it is governed by Indiana law. Specifically, the agreement states that it takes effect upon acceptance and execution by Byrider in Indiana and will be interpreted and construed in accordance with Indiana law. This governing law applies to any dispute between Byrider and the franchisee, except as stated in the agreement's Section 20.5, and prevails in any conflict of law, unless superseded by the United States Trademark Act, the United States Arbitration Act, or other federal law.
However, the FDD also clarifies that the provisions of any Indiana law regarding franchises will not apply unless the law's jurisdictional, definitional, and other requirements are met independently of the agreement's Section 20.5. This means that while Indiana law generally governs the agreement, specific Indiana franchise laws will only apply if they independently meet the necessary criteria, without relying on the agreement's clause itself.
Furthermore, the enforceability of non-compete covenants is determined by the law of the state where the franchisee's business is located, not Indiana. For prospective franchisees, this means that while the agreement is generally governed by Indiana law, certain provisions, such as non-compete clauses, may be subject to the laws of their own state. Additionally, the application of Indiana franchise law is conditional and depends on whether the specific requirements of those laws are met independently.