In the event of conflicting laws, which state's franchise investment protection act will prevail for a Carvel franchise?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
e seller, or any other person acting on our behalf. This provision supersedes any other term of any document executed in connection with the franchise.
- Exhibit I (Franchisee Disclosure Acknowledgment) to the Franchise Disclosure Document is hereby deleted in its entirety.
ILLINOIS ADDENDUM TO DISCLOSURE DOCUMENT
In recognition of the requirements of the Illinois Franchise Disclosure Act of 1987, Ill. Comp. Stat. §§ 705/1 through 705/44, the Disclosure Document for Carvel Franchisor SPV LLC for use in the State of Illinois is amended as follows:
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- Illinois law governs the Franchise Agreement.
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- 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.
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- Your rights upon Termination and Non-Renewal are set forth in Sections 19 and 20 of the Illinois Franchise Disclosure Act.
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- 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.
INDIANA ADDENDUM TO DISCLOSURE DOCUMENT
In recognition of the requirements of the Indiana Franchise Disclosure Law, Indiana Code §§ 23-2-2.5-1 through 23-2-2.5-51, and the Indiana Deceptive Franchise Practices Act, Indiana Code §§ 23-2-2.7-1 through 23-2-2.7-10, the Disclosure Document for Carvel Franchisor SPV LLC for use in the State of Indiana is amended as follows:
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- The laws of the State of Indiana supersede any provisions of the Franchise Agreement and any the other agreements, or Georgia law, if these provisions are in conflict with Indiana law.
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- No release language stated in the Franchise Agreement relieves us or any other person, directly or indirectly, from liability imposed by the laws concerning franchising of the State of Indiana.
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- Notwithstanding the terms of Item 12 of the Disclosure Document and Section 4 (Reserved Rights) of the Franchise Agreement (as applicable), we will not compete unfairly with you within a reasonable area.
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- Notwithstanding the terms of Section 13.1 (Indemnification) of the Franchise Agreement, you will not be required to indemnify the Affiliated Parties for any liability caused by your proper reliance on or use of procedures or materials provided by us or caused by our negligence.
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- Section 15.4.B.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to the 2025 Carvel Franchise Disclosure Document, the franchise agreement is to be construed under the laws of Georgia. However, this may not always be the case. The FDD includes addenda for several states that address conflicts or inconsistencies between the standard Carvel franchise agreement and those states' franchise laws. For example, the Indiana addendum states that Indiana law supersedes any conflicting provisions of the franchise agreement or Georgia law. Similarly, the Rhode Island Franchise Investment Act specifies that any franchise agreement provision restricting jurisdiction or requiring application of another state's laws is void within Rhode Island.
Specifically, several states' addenda address the issue of conflicting laws. The addenda for California, Indiana, North Dakota, Rhode Island, Virginia, Washington, Minnesota, Hawaii, and New York each contain provisions that modify or supersede aspects of the standard Carvel franchise agreement to comply with local laws. These modifications cover a range of issues, including but not limited to: releases and waivers, covenants not to compete, liquidated damages, choice of law and forum, termination and non-renewal, transfer restrictions, and punitive damages.
For a prospective Carvel franchisee, this means that the specific terms of the franchise agreement may vary depending on the state in which the franchise is located. It is essential to carefully review the addendum (if any) for their state to understand how local laws may affect their rights and obligations. Franchisees should also consult with an attorney to ensure they fully understand the implications of any conflicting laws.