Does Indiana franchise law automatically apply to the Byrider franchise agreement?
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
Source: Item 23 — Receipts (FDD pages 88–335)
What This Means (2025 FDD)
According to the 2025 Byrider Franchise Disclosure Document, the franchise agreement is generally interpreted and construed in accordance with Indiana law, as the agreement takes effect upon acceptance and execution by Byrider in Indiana. However, the FDD specifies that the provisions of any Indiana law regarding franchises will not automatically apply unless the law's jurisdictional, definitional, and other requirements are met independently, without reference to the section of the agreement that specifies Indiana law. This means that while the agreement is governed by Indiana law, Indiana franchise law specifically only applies if it meets its own requirements, regardless of the agreement's general governing law.
For a prospective Byrider franchisee, this means that simply having the franchise agreement governed by Indiana law does not automatically grant the franchisee the protections or regulations provided by Indiana's franchise laws. The franchisee must independently meet the criteria established by those specific franchise laws for them to be applicable. This distinction is important because it clarifies that the choice of Indiana law is primarily for general contractual interpretation and does not necessarily extend to franchise-specific regulations.
Furthermore, the FDD states that the enforceability of non-compete covenants will be determined by the law of the state in which the franchisee's business is located, regardless of the Indiana governing law. Any disputes, except those related to trademarks, arbitration, or federal law, will be governed by Indiana law, which will prevail in the event of a conflict of law. This indicates that while Indiana law generally governs, there are exceptions and specific situations where other state or federal laws may take precedence, particularly concerning non-compete agreements and certain types of legal disputes.