What is the impact of Florida law on the Chicken Guy agreement?
Chicken_Guy Franchise · 2025 FDDAnswer from 2025 FDD Document
Except to the extent governed by the Federal Arbitration Act, the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C.
Sections 1051 et seq.), or other federal law, this Agreement, and any claim or controversy arising out of, or relating to, rights and obligations of the parties under this Agreement, and any other claim or controversy between the parties shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflicts of laws principles.
Nothing in this Section is intended, or shall be deemed, to make any Florida law regulating the offer or sale of franchises or the franchise relationship applicable to this Agreement if such law would not otherwise be applicable.
Source: Item 23 — RECEIPTS (FDD pages 50–286)
What This Means (2025 FDD)
According to Chicken Guy's 2025 Franchise Disclosure Document, the franchise agreement is generally governed and construed in accordance with Florida law, without regard to its conflicts of laws principles, except to the extent that the Federal Arbitration Act or other federal law applies. This means that Florida law will be used to interpret the agreement and resolve disputes, unless federal law takes precedence. However, the FDD specifies that if any part of the arbitration clause is deemed unenforceable, the parties agree that the arbitration clause will not apply to that dispute and that such dispute will be resolved in a judicial proceeding.
Despite the general application of Florida law, the FDD clarifies that nothing in the agreement is intended to make any Florida law regulating the offer or sale of franchises or the franchise relationship applicable if such law would not otherwise apply. This suggests that Chicken Guy aims to avoid being subject to specific Florida franchise laws that might impose additional obligations or restrictions on the franchise relationship beyond what is already outlined in the agreement.
Furthermore, the agreement specifies that Chicken Guy may seek injunctive relief in the event of a breach or threatened breach of the agreement by the developer (franchisee). This remedy is available to Chicken Guy without needing to show actual damages or post a bond, provided that the disputes are contemporaneously submitted for non-binding mediation and then for arbitration if mediation is unsuccessful. This provision underscores the importance of adhering to the terms of the agreement and the potential legal consequences of non-compliance for the franchisee.