What state's laws govern the Cinch I.T. Guaranty Agreement?
Cinch_I_T Franchise · 2024 FDDAnswer from 2024 FDD Document
to develop the CINCH I.T. Franchised Businesses within the Development Area to maximize sales and properly service the demand within the Development Area.
17. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of each of the Parties hereto and their heirs, successors, permitted assigns and personal representatives.
18. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, which laws shall govern in the event of any conflict of laws, except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et. seq.). The Parties expressly consent to personal jurisdiction in the Commonwealth of Massachusetts and agree that, except as set forth in Section 21, the state and federal court(s) located in Worcester, Massachusetts will have exclusive jurisdiction for the purposes of carrying out this provision.
**19.
Source: Item 23 — RECEIPTS (FDD pages 60–269)
What This Means (2024 FDD)
The 2024 Cinch I.T. Franchise Disclosure Document (FDD) states that the Franchise Agreement is governed by the laws of the Commonwealth of Massachusetts. This means that Massachusetts law will be used to interpret the agreement and resolve any legal disputes that may arise related to the agreement, except where those laws conflict with the United States Trademark Act of 1946.
However, the FDD also includes an exhibit for a Spousal Non-Disclosure and Non-Competition Agreement, which has a blank space for specifying the governing law. Additionally, for franchisees in Illinois, Illinois law governs the Franchise Agreement, and any provision designating jurisdiction and venue outside of Illinois is void, although arbitration may occur outside of the state.
Therefore, while the standard Cinch I.T. Franchise Agreement is generally governed by Massachusetts law, the Guaranty Agreement's governing law may vary depending on the specific agreement and the franchisee's location. Prospective franchisees should carefully review the specific agreements they are asked to sign and consult with legal counsel to understand which laws will govern their relationship with Cinch I.T.