Does the Chesters FDD specify any exceptions to the choice of forum or choice of law provisions?
Chesters Franchise · 2025 FDDAnswer from 2025 FDD Document
The following is added to the end of the "Summary" sections of Item 17(v), titled "Choice of forum," and Item 17(w), titled "Choice of law":
- The foregoing choice of law should not be considered a waiver of any right conferred upon the franchisor or the franchisee by Article 33 of the General Business Law of the State of New York.
- The "Summary" section of Item 17(w) in the Franchise Disclosure Document is amended to read as follows:
Except for federal law, North Dakota law applies.
The "Summary" section of Item 17(w) in the Franchise Disclosure Document is amended to read as follows:
Except for federal law and except as required by the Rhode Island Franchise Investment Act, Alabama law governs.
In recognition of the restrictions contained in Section 13.1-564 of the Virginia Retail Franchising Act, the Franchise Disclosure Document for CHESTER'S INTERNATIONAL, LLC, an Alabama limited liability company, for use in the Commonwealth of Virginia shall be amended as follows:
Under Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to cancel a franchise without reasonable cause. If any grounds for default or termination stated in the franchise agreement does not constitute "reasonable cause," as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable.
- Conflict of Laws. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW will prevail.
Source: Item 23 — **RECEIPTS (FDD pages 48–197)
What This Means (2025 FDD)
According to Chesters' 2025 Franchise Disclosure Document, there are specific exceptions and modifications to the standard choice of forum and choice of law provisions, particularly for franchisees in New York, North Dakota, Rhode Island, Virginia, and Washington.
For New York franchisees, the choice of law provision does not waive any rights conferred by Article 33 of the General Business Law of the State of New York. This ensures that New York franchisees retain the protections afforded to them under New York franchise law, regardless of what the franchise agreement states about governing law.
In North Dakota, the FDD is amended to state that, except for federal law, North Dakota law applies. This means that North Dakota franchisees will have their franchise agreements interpreted under North Dakota law, providing them with a legal framework familiar to the state. Similarly, for Rhode Island, the FDD specifies that except for federal law and the Rhode Island Franchise Investment Act, Alabama law governs.
For franchisees in Virginia, the FDD includes an additional disclosure stating that if any grounds for default or termination in the franchise agreement do not constitute "reasonable cause" as defined by the Virginia Retail Franchising Act, that provision may not be enforceable. This protects Virginia franchisees from termination without reasonable cause as defined by Virginia law. Additionally, for Washington franchisees, in the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act will prevail. This ensures that Washington franchisees receive the full protection of their state's franchise laws.