Under what laws will the Canopy Lawn Care agreement be interpreted, excluding federal laws?
Canopy_Lawn_Care Franchise · 2025 FDDAnswer from 2025 FDD Document
- 21.1 Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et seq.), the Federal Arbitration Act, or other applicable federal law, this Agreement shall be interpreted under the laws of the Commonwealth of Virginia, and any dispute between the parties shall be governed by and determined in accordance with the procedural and substantive laws of the Commonwealth of Virginia, which laws shall prevail in the event of any conflict of law. The parties agree that the Virginia Retail Franchising Act, or any other state law or regulation applicable to the offer or sale of franchises or the franchise relationship, will not apply unless the jurisdictional provisions are independently met. Franchisee waives, to the fullest extent permitted by law, the rights and protections provided by the Virginia Retail Franchising Act. Franchisee and Franchisor have negotiated regarding a forum in which to resolve any disputes which may arise between them and have agreed to select a forum in order to promote stability in their relationship. Therefore, if a claim is asserted in any legal proceeding involving Franchisee, its officers or directors and Franchisor, its officers, directors, shareholders, members, employees or Affiliates both parties agree that the venue for disputes between them shall be in the Commonwealth of Virginia and each waive any objection either may have to the personal jurisdiction of or venue in the Commonwealth of Virginia. However, Franchisor reserves the right to file any claims it may have against Franchisee in the federal or state court where the Business is located.
Source: Item 22 — CONTRACTS (FDD page 55)
What This Means (2025 FDD)
According to Canopy Lawn Care's 2025 Franchise Disclosure Document, the franchise agreement, excluding aspects governed by federal law such as the United States Trademark Act of 1946 and the Federal Arbitration Act, will be interpreted under the laws of the Commonwealth of Virginia. This means that Virginia's procedural and substantive laws will govern any disputes arising from the agreement, and these laws will take precedence in case of any conflict of law.
This clause also specifies that the Virginia Retail Franchising Act, or any other state law or regulation applicable to the offer or sale of franchises or the franchise relationship, will not apply unless the jurisdictional provisions are independently met. Furthermore, the franchisee waives the rights and protections provided by the Virginia Retail Franchising Act to the fullest extent permitted by law.
Any legal proceedings between Canopy Lawn Care and the franchisee must occur in the Commonwealth of Virginia, with both parties agreeing to the personal jurisdiction and venue within Virginia. However, Canopy Lawn Care retains the right to file claims against the franchisee in the federal or state court where the business is located. This clause ensures that disputes are generally resolved in Virginia, providing a consistent legal environment for the franchise agreement, while also allowing Canopy Lawn Care some flexibility in pursuing claims directly related to the franchisee's business location.