Does the Checkers FDD specify the governing law for the contract?
Checkers Franchise · 2025 FDDAnswer from 2025 FDD Document
DA, BY CERTIFIED MAIL OR ANY OTHER MEANS PERMITTED BY LAW ADDRESSED TO YOU AT THE ADDRESS SET FORTH HEREIN. NONETHELESS. FRANCHISEE AND FRANCHISEE'S OWNERS AGREE THAT FRANCHISOR MAY ENFORCE THIS AGREEMENT AND ANY ARBITRATION ORDERS AND
AWARDS IN THE COURTS OF THE STATE OR STATES IN WHICH FRANCHISEE IS DOMICILED OR THE FRANCHISED BUSINESS IS LOCATED.
18.08 Governing Law. This Agreement and any dispute, claim, or matter arising out of or relating in any way to the relationship between the parties (whether based in contract, tort, statute or otherwise and regardless of the relief sought) shall be construed under the laws of the State of Florida, provided the foregoing shall not constitute a waiver of any of your rights under any applicable franchise law of another state that does not conflict with Florida law. In the event of any conflict of law, Florida law will prevail, without regard to its conflict of law principles. However, if any provision of this Agreement would not be enforceable under Florida law, and if the Franchised Restaurant is located outside of Florida and such provision would be enforceable under the laws of the state in which the Franchised Restaurant is located, then such provision shall be construed under the laws of that state. Nothing in this Section is intended to subject this Agreement to any franchise or similar law, rule or regulation of the State of Florida to which it otherwise would not be subject.
18.09 Successors and Assigns. This Agreement is binding on the parties hereto and their respective executors, administrators, heirs, assigns and successors in interest. This Agreement is fully transferable by us, whether by operation of law or otherwise, and shall inure to the benefit of any transferee or other legal successor to our interests herein.
18.10 Limitations on Damages. EXCEPT WITH RESPECT TO YOUR OBLIGATION TO INDEMNIFY US FOR THIRD PARTY CLAIMS UNDER SECTION 17.02, AND EXCEPT WITH RESPECT TO OBLIGATIONS REGARDING USE OF THE MARKS IN SECTION 5 AND THE CONFIDENTIAL INFORMATION IN SECTION 7.01, FRANCHISOR AND FRANCHISEE (AND ITS OWNERS) EACH WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO OR CLAIM FOR ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER. YOU AND EACH OF YOUR OWNERS WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO RECOVER CONSEQUENTIAL, SPECIAL AND INCIDENTAL DAMAGES FOR ANY CLAIM DIRECTLY OR INDIRECTLY ARISING FROM OR RELATING TO THIS AGREEMENT.
You agree that, for our System to function properly, we should not be burdened with the costs of litigating system-wide disputes.
Source: Item 22 — CONTRACTS (FDD pages 91–92)
What This Means (2025 FDD)
According to the 2025 Checkers Franchise Disclosure Document, the franchise agreement is generally construed under Florida law. Specifically, Section 18.08 states that the agreement and any disputes are governed by Florida law, but this does not waive any rights under applicable franchise law of another state that does not conflict with Florida law. In case of conflict, Florida law prevails without regard to its conflict of law principles.
However, if any provision is unenforceable under Florida law, and the franchised restaurant is located outside of Florida, the laws of the state where the restaurant is located will govern that specific provision, provided it is enforceable under that state's laws. This ensures that franchisees are not disadvantaged by provisions unenforceable in their state. This section does not subject the agreement to any franchise law, rule, or regulation of the State of Florida to which it otherwise would not be subject.
Furthermore, for franchisees in Illinois, an amendment specifies that Illinois law will govern the agreement, overriding the general provision for Florida law. This amendment also includes clauses to protect the franchisee's rights under the Illinois Franchise Disclosure Act, ensuring that no condition can waive compliance with Illinois law and that franchisees cannot waive claims of fraud based on statements made by Checkers. This indicates that Checkers takes into account state-specific franchise laws and adjusts the governing law accordingly to comply with those regulations.
In addition, the FDD includes a rider applicable to franchisees in California, Indiana, Michigan, Rhode Island, and Wisconsin, which states that no statement or acknowledgment signed by a franchisee can waive claims under state franchise law or disclaim reliance on statements made by Checkers. This provision supersedes any other term in any document related to the franchise, further emphasizing the brand's commitment to adhering to state-specific franchise laws and protecting franchisees' rights within those states.