Under which state's laws will the Canine Dimensions agreement be interpreted and construed?
Canine_Dimensions Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 22: CONTRACTS]
ADDENDUM TO THE CANINE DIMENSIONS FRANCHISING, LLC DISCLOSURE DOCUMENT AND FRANCHISE AGREEMENT REQUIRED BY THE STATE OF ILLINOIS
Illinois law governs the Franchise Agreement.
In conformance with Section 4 of the Illinois Franchise Disclosure Act, any provision in a franchise agreement that designates jurisdiction and venue in a forum outside of the State of Illinois is void. However, a franchise agreement may provide for arbitration to take place outside of Illinois.
Your rights upon Termination and Non-Renewal of an agreement are set forth in sections 19 and 20 of the Illinois Franchise Disclosure Act.
In conformance with section 41 of the Illinois Franchise Disclosure Act, any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act or any other law of Illinois is void.
No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Addendum dated this day of, 20 ATTEST CANINE DIMENSIONS FRANCHISING, LLC By: Witness Name: FRANCHISEE:
FOR THE STATE OF IOWA
Any provision in the Franchise Agreement or Franchisee Disclosure Acknowledgement Statement which would require you to prospectively assent to a release, assignment, novation, waiver or estoppel which purports to relieve any person from liability imposed by the Iowa Business Opportunity Promotions Law (Iowa Code Ch. 551A) is void to the extent that such provision violates such law.
The following language will be added to the Franchise Agreement:
[Item 22: CONTRACTS]
ADDENDUM TO CANINE DIMENSIONS FRANCHISING, LLC DISCLOSURE DOCUMENT FOR THE STATE OF MINNESOTA
Despite anything to the contrary in the Franchise Agreement, the following provisions will supersede and apply to all franchises offered and sold in the State of Minnesota:
Any provision in the Franchise Agreement that would require you to assent to a release, assignment, novation or waiver that would relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22 will be void to the extent that such contractual provision violates such law.
Minnesota Statute Section 80C.21 and Minnesota Rule 2860.4400J prohibit the franchisor from requiring litigation to be conducted outside of 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 of Minnesota.
Minn.
Rule Part 2860.4400J. prohibits a franchisee from waiving his rights to a jury trial or waiving his rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction, or consenting to liquidated damages, termination penalties or judgment notes.
Any provision in the Agreement which would require you to waive your rights to any procedure, forum or remedies provided for by the laws of the State of Minnesota is deleted from any Agreement relating to franchises offered and sold in the State of Minnesota; provided, however, that this paragraph will not affect the obligation in the Agreement relating to arbitration.
With respect to franchises governed by Minnesota law, we will comply with Minnesota Statute Section 80C.14, Subds. 3, 4 and 5, which require, except in certain specified cases, that you be given 90 days notice of termination (with 60 days to cure) and 180 days notice for non-renewal of the Agreement; and that consent to the transfer of the franchise will not be unreasonably withheld.
[Item 22: CONTRACTS]
24.2 Venue
Subject to, and without affecting any other provisions of this Agreement, including the provisions regarding dispute resolution and arbitration in this Agreement, any cause of action, claim, suit or demand allegedly arising from or related to the terms of this Agreement or the relationship of the parties must be brought in a court of competent jurisdiction in the State of Florida in the judicial district in which Franchisor has its principal place of business. Both parties irrevocably submit themselves to, and consent to, the exclusive jurisdiction of said courts. Franchisee expressly waives the right to seek a transfer of venue to a forum other than the one stated in this Agreement. The provisions of this Section will survive the termination of this Agreement. Franchisee is aware of the business purposes and needs underlying the language of this Paragraph, and with complete understanding, agrees to be bound in the manner set forth.
[Item 22: CONTRACTS]
EXHIBIT F
STATE-SPECIFIC ADDENDUM
ADDENDUM TO THE CANINE DIMENSIONS FRANCHISING, LLC DISCLOSURE DOCUMENT: CALIFORNIA
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- California Business and Professions Code Sections 20000 through 20043 provide rights to you concerning termination, transfer, and non-renewal of a franchise. If the Franchise Agreement contains provisions that are inconsistent with the law, the law will control.
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- The Franchise Agreement provide for termination upon bankruptcy. This provision may not be enforceable under Federal Bankruptcy Law (11 U.S.C.A. Sec. 101 et seq.).
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- The Franchise Agreement contain covenants not to compete which extend beyond the termination of the agreements. These provisions may not be enforceable under California law.
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- Section 31125 of the California Corporation Code requires the franchisor to provide you with a disclosure document before asking you to agree to a material modification of an existing franchise.
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- Neither the franchisor, any person or franchise broker in Item 2 of the Disclosure Document is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities Exchange Act of 1934, 15 U.S.C.A. 79a et seq., suspending or expelling such persons from membership in such association or exchange.
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- The franchise agreement requires binding arbitration. The arbitration will occur in Florida with the costs being borne by the franchisee and franchisor. Prospective franchisees are encouraged to consult private legal counsel to determine the applicability of California and federal laws (such as Business and Professions Code Section 20040.5 Code of Civil Procedure Section 1281, and the Federal Arbitration Act) to any provisions of a franchise agreement restricting venue to a forum outside the State of California. Business and Professions Code Section 20040.5 relating to forum selection clauses restricting venue outside the state of California or arbitration may be preempted by the Federal Arbitration Act. Section 20040.5 may still apply to any provision relating to judicial proceedings. A binding arbitration provision may not be enforceable under generally applicable contract defenses, such as fraud, duress, or unconscionability.
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- The Franchise Agreement require application of the laws of Florida. This provision may not be enforceable under California law.
Source: Item 22 — CONTRACTS (FDD page 36)
What This Means (2025 FDD)
According to Canine Dimensions' 2025 Franchise Disclosure Document, the laws governing the franchise agreement depend on the franchisee's location. Generally, the Canine Dimensions agreement specifies that Florida law governs the agreement. Specifically, Section 24.2 states that any legal actions related to the agreement must occur in a court within the State of Florida, in the judicial district where Canine Dimensions has its primary business location. Both Canine Dimensions and the franchisee consent to the exclusive jurisdiction of those courts. The franchisee also waives the right to transfer the venue to another location. This applies to the standard Canine Dimensions franchise agreement.
However, the FDD includes addenda that stipulate that for franchisees in certain states, the franchise agreement will be superseded by state-specific laws. For example, the addendum for Illinois states that Illinois law governs the Franchise Agreement, and any provision designating jurisdiction and venue outside of Illinois is void. Similarly, for franchises offered and sold in Minnesota, the addendum states that the provisions in the Franchise Agreement are superseded by Minnesota law. The addendum for California states that the Franchise Agreement requires application of the laws of Florida, but this provision may not be enforceable under California law.
Therefore, prospective Canine Dimensions franchisees should carefully review the state-specific addendum (if any) for their state to understand which laws will govern their franchise agreement. If there is no addendum for their state, the agreement will likely be governed by Florida law, as specified in the standard agreement.