Does the Checkers FDD specify the state under whose laws the contract is governed?
Checkers Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 22 — CONTRACTS (FDD pages 91–92)
What This Means (2025 FDD)
According to Checkers' 2025 Franchise Disclosure Document, the franchise agreement and any related disputes are generally construed under the laws of the State of Florida. However, this is not a blanket rule, as the FDD outlines specific exceptions and stipulations.
Specifically, if any provision of the agreement is unenforceable under Florida law, but would be enforceable under the laws of the state where the franchised restaurant is located outside of Florida, then the laws of that state will govern that particular provision. This ensures that franchisees are not unduly disadvantaged by a clause that is invalid in Florida but valid and applicable in their own state. This clause does not subject the agreement to any franchise law of the State of Florida to which it otherwise would not be subject.
Furthermore, the FDD includes riders for franchisees in certain states like California, Indiana, Michigan, Rhode Island, and Wisconsin, and Illinois which may modify the governing law or include specific provisions required by those states' franchise laws. For instance, the Illinois rider stipulates that Illinois law will govern the agreement, overriding the general Florida law provision. These riders also often include clauses that protect franchisees' rights under state franchise laws, such as the right to claim fraud in the inducement.
These stipulations mean that while Florida law generally applies, a Checkers franchisee needs to be aware of potential exceptions and riders that could alter which state's laws govern specific aspects of their franchise agreement. Franchisees should carefully review any state-specific riders and understand how they might impact their rights and obligations.