Is the choice of law provision for Casiola franchise agreements subject to state law?
Casiola Franchise · 2024 FDDAnswer from 2024 FDD Document
| v. Choice of forum | 18.G. | All mediation, arbitration and, if applicable, litigation proceedings |
|---|---|---|
| must be conducted in, or closest to, State court of general | ||
| jurisdiction that is within or closest to Orange County, Florida or, | ||
| if appropriate, the United States District Court nearest to our | ||
| corporate headquarters at the time such action is filed. This | ||
| provision is subject to applicable state law. | ||
| w. Choice of law | 18.F. | Florida law will govern. However, this provision is subject to state |
| law and as otherwise disclosed in Exhibit I to this Disclosure | ||
| Document. |
Source: Item 19 — FINANCIAL PERFORMANCE REPRESENTATIONS (FDD pages 39–45)
What This Means (2024 FDD)
According to Casiola's 2024 Franchise Disclosure Document, the choice of law provision in the franchise agreement is subject to applicable state law. Specifically, the FDD indicates that Florida law will generally govern the agreement. However, this is explicitly stated to be 'subject to state law and as otherwise disclosed in Exhibit I' of the document.
This means that while Casiola intends for Florida law to apply, certain state laws may override this provision, especially concerning franchise relationships. These state laws, often called franchise relationship laws, are designed to protect franchisees and regulate the franchise relationship, including termination, renewal, and transfer rights. Exhibit I of the FDD would contain further details about how state law might modify the general application of Florida law.
For a prospective Casiola franchisee, this is an important consideration. Franchisees should carefully review Exhibit I to understand which state laws could potentially supersede the choice of Florida law. They should also consult with a legal professional to assess how these state-specific regulations might affect their rights and obligations under the franchise agreement. This is a fairly standard clause in franchise agreements, as franchisors often choose their home state's law to govern the agreement, but it is critical to understand the interplay with state laws that protect franchisees.