Under the Cicis franchise agreement, what state's laws govern the interpretation and construction of the agreement?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
With respect to all claims, controversies, disputes, or actions, this Agreement will be interpreted and construed under Texas law (except for Texas choice of law rules).
You acknowledge and agree that the foregoing agreements regarding applicable state law and forum provide each of the parties with the mutual benefit of uniform interpretation of this Agreement and any dispute arising out of this Agreement or the parties' relationship created by this Agreement.
You further acknowledge the receipt and sufficiency of mutual consideration for such benefit.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to the 2025 Cicis Franchise Disclosure Document, the franchise agreement will be interpreted and construed under Texas law, excluding Texas's choice of law rules. This means that if there are any disputes or legal issues arising from the franchise agreement, Texas law will be used to resolve them. The FDD specifies that both Cicis and the franchisee agree to this condition, acknowledging that it provides a mutual benefit by ensuring uniform interpretation of the agreement and any disputes related to it.
Furthermore, the FDD states that any claims, controversies, or disputes will be resolved in state or federal district courts located in the state, county, or judicial district where Cicis's primary headquarters is located, which is currently Dallas, Texas. The franchisee consents to the jurisdiction and venue in these courts, waiving any objections. However, Cicis retains the right to bring actions for monies owed, injunctive relief, or matters related to real property in any state or federal district court that would have jurisdiction otherwise or which Cicis deems appropriate to obtain the relief sought.
This clause is important for prospective franchisees because it establishes the legal framework within which the franchise agreement operates. It ensures that both parties understand which state's laws will govern their relationship and where legal proceedings will take place, which can have significant implications for the cost and convenience of resolving disputes. Franchisees should be aware of this provision and consider its implications, especially if they are located outside of Texas.