Under what state's laws is the Chatime agreement construed?

According to Chatime's 2025 Franchise Disclosure Document, the franchise agreement is generally governed by Delaware law. Specifically, Clause 16 of the standard agreement states that the agreement will be governed by and construed in accordance with the laws of Delaware. This means that Delaware law will be used to interpret the franchise agreement.

However, the FDD includes amendments for franchisees in certain states that modify this general rule. For example, the New York Amendment states that the choice of law should not be considered a waiver of any right conferred upon the franchisee by Article 33 of the General Business Law of the State of New York. Similarly, the Illinois Amendment states that Illinois law governs the Franchise Agreement, and the Minnesota Amendment states that the choice of law will not abrogate or reduce any of Franchisee's rights as provided for in the Minnesota Franchise Law.

For a prospective franchisee, this means that while the agreement itself specifies Delaware law, state-specific amendments may grant additional protections or specify that the laws of their state take precedence in certain areas. It is important to carefully review any state-specific amendments to understand how they modify the general choice of law provision. Franchisees should consult with a legal professional to fully understand their rights and obligations under both the standard agreement and any applicable state amendments.