Under what state's laws is the Churchs Chicken agreement governed and construed?
Churchs_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
A. 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 Georgia without regard to conflicts of laws principles; provided, however, that if the covenants contained in Section 17 would not be enforceable under the laws of Georgia, and the Franchised Restaurant is located outside of Georgia, then such covenants shall be interpreted and construed under the laws of the state where the Franchised Restaurant is located. Nothing in this Section is intended, or shall be deemed, to make any Georgia 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 — RECEIPT (FDD pages 68–406)
What This Means (2025 FDD)
According to the 2025 Churchs Chicken Franchise Disclosure Document, the franchise agreement and any related claims or controversies are governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws principles. This means that Georgia law will generally apply to the interpretation and enforcement of the franchise agreement.
However, there is an exception: if the covenants in Section 17 of the agreement would not be enforceable under Georgia law, and the franchised restaurant is located outside of Georgia, then the laws of the state where the franchised restaurant is located will govern the interpretation and construction of those specific covenants. This ensures that the non-compete and other restrictive covenants are enforceable under the laws of the state where the restaurant operates.
The FDD also clarifies that nothing in this section is intended to make any Georgia law regulating the offer or sale of franchises or the franchise relationship applicable if such law would not otherwise apply. This means that while Georgia law governs the agreement, it does not extend to franchise-specific regulations unless they are already applicable.