Is the choice of law provision in the C12 Group franchise agreement subject to any exceptions?
C12_Group Franchise · 2025 FDDAnswer from 2025 FDD Document
| v. Choice of forum | XII, Exhibit F | Litigation must be conducted in Texas unless | | | | otherwise stated in Exhibit F for certain State | | | | Disclosures (subject to applicable state law). | | w. Choice of Law | XII | Texas law will govern (subject to applicable state | | | | law). |
NORTH DAKOTA ADDENDUM TO FRANCHISE AGREEMENT
With respect to Item 17(w) of the Disclosure Document and Section XII of the Franchise Agreement, in regard to Section 51-19-09 of the North Dakota Franchise Investment Law, the agreement shall be governed according to the laws of the State of North Dakota or a non-specified State agreed to by all parties.
North Dakota Franchise Investment Law, Section 51-19-10 prohibits a franchisee from waiving his rights to a jury trial. To the extent that this Franchise Agreement is governed by North Dakota law, any provisions to the contrary in the Franchise Agreement are hereby deemed to be deleted.
MINNESOTA ADDENDUM TO THE FRANCHISE AGREEMENT
Minn. Stat. §80C.21 and Minn. Rule 2860.4400J prohibit C12 from requiring litigation to be conducted outside Minnesota. In addition, nothing in the Franchise Disclosure Document or agreement can abrogate or reduce any of Your rights as provided for in Minnesota Statutes, Chapter 80C, or Your rights to any procedure, forum, or remedies provided for by the laws or the jurisdiction.
To the extent that this Franchise Agreement is governed by Minnesota law, any provisions to the contrary in the Franchise Agreement are hereby deemed to be deleted.
WASHINGTON ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT, FRANCHISE AGREEMENT, AND RELATED AGREEMENTS
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.
RCW 19.100.180 may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 36–40)
What This Means (2025 FDD)
According to the 2025 FDD, the C12 Group franchise agreement's choice of law provision, which generally dictates that Texas law will govern the agreement, is subject to exceptions based on applicable state law. Specifically, addenda for North Dakota, Minnesota, and Washington modify this provision.
For franchisees in North Dakota, the agreement will be governed by the laws of North Dakota or another state agreed upon by all parties, as per Section 51-19-09 of the North Dakota Franchise Investment Law. Additionally, the North Dakota Franchise Investment Law prohibits franchisees from waiving their right to a jury trial, and any conflicting provisions in the franchise agreement are deemed deleted if the agreement is governed by North Dakota law.
For franchisees in Minnesota, Minn. Stat. §80C.21 and Minn. Rule 2860.4400J prohibit C12 Group from requiring litigation to be conducted outside Minnesota. Furthermore, nothing in the Franchise Disclosure Document or agreement can reduce any of the franchisee's rights as provided for in Minnesota Statutes, Chapter 80C, or their rights to any procedure, forum, or remedies provided by the laws of the jurisdiction.
For franchisees in Washington, in the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail. RCW 19.100.180 may supersede the franchise agreement in the franchisee's relationship with C12 Group, including areas of termination and renewal. There may also be court decisions which may supersede the franchise agreement in the franchisee's relationship with the franchisor including the areas of termination and renewal of the franchise.