Under the Cicis Franchise Agreement, what state's law governs the agreement, subject to applicable federal and state law?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Franchise or other Agreement | Summary | |
|---|---|---|---|
| t. Integration/ merger clause | Franchise Agreement - Section 17.B. | Only the terms of the Franchise Agreement, including its exhibits, schedules and attachments (including System Standards in the Manual, which we may revise at our discretion) are binding (subject to applicable state law). Any representations or promises outside of the Disclosure Document and franchise agreement may not be enforceable. | |
| Area Development Agreement - Section 10.F | Only the terms of the Area Development Agreement, including its exhibits, schedules and attachments (including System Standards in the Manual, which we may revise at our discretion) are binding (subject to applicable state law). Any representations or promises outside of the Disclosure Document and franchise agreement may not be enforceable. | ||
| u. | Dispute | Franchise | Not applicable |
| resolution by | Agreement | ||
| arbitration or mediation | Area Development Agreement | Not applicable | |
| v. | Choice of forum | Franchise Agreement - Section 17.E | Subject to applicable state law, the state or federal district courts located in the state, county, or judicial district where our or our successor's or assign's primary headquarters (currently, Dallas, Texas) |
| Area Development Agreement - Section 9.A | Subject to applicable state law, the state or federal district courts located in the state, county, or judicial district where our or our successor's or assign's primary headquarters (currently, Dallas, Texas) | ||
| w. | Choice of law | Franchise Agreement - Section 17.E. | Texas law (subject to applicable federal and state law) |
| Area | Texas law (subject to applicable federal and state law) | ||
| Development |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 45–53)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, the Franchise Agreement specifies that Texas law governs the agreement. However, this is subject to applicable federal and state law. This means that while the agreement is generally interpreted under Texas law, any relevant federal laws or state laws that might supersede Texas law will take precedence.
This "choice of law" provision is a standard clause in franchise agreements. It aims to provide clarity and predictability regarding which jurisdiction's laws will be used to interpret the contract in case of disputes. However, the clause also acknowledges that federal law and other state laws may apply, especially concerning franchise regulations, consumer protection, or other areas of law.
For a prospective Cicis franchisee, this means that while Texas law forms the foundation for interpreting the Franchise Agreement, they should also be aware of federal laws and the laws of their own state that could impact their rights and obligations. It is advisable to consult with a legal professional who is familiar with both franchise law and the laws of the franchisee's state to fully understand the implications of this provision.