Under what jurisdiction's laws will the Cinch I.T. agreement be governed and construed?
Cinch_I_T Franchise · 2024 FDDAnswer from 2024 FDD Document
48. GOVERNING LAW; CONSENT TO VENUE AND JURISDICTION
Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act; 15 U.S.C. § 1051 et seq.), as amended, or other federal law, this Agreement and the franchise rights granted herein shall be governed by and construed in accordance with the substantive laws of State in which Our principal place of business is located, which is currently, the Commonwealth of Massachusetts which laws shall prevail in the event of any conflict of law. You waive, to the fullest extent permitted by law, the rights and protections that might be provided through the laws of any state relating to franchises or business opportunities, other than those of the state in which the Territory is located. If any provision, or portion hereof in any way contravenes the laws of any state or jurisdiction where this Agreement is to be performed, such provision, or portion thereof, shall be deemed to be modified to the extent necessary to conform to such laws, and still be consistent with the parties' intent as evidenced by this Agreement. All claims which, as a matter of law or public policy, cannot be submitted to arbitration in accordance with Section 37 shall be brought within Massachusetts in the judicial district in which We have Our principal place of business; provided, however, with respect to any action which includes injunctive relief, We may bring such action in any court in any state which has jurisdiction. You irrevocably submit to the jurisdiction of such courts and waive any objection You may have to either the jurisdiction or venue of such courts.
Source: Item 23 — RECEIPTS (FDD pages 60–269)
What This Means (2024 FDD)
According to Cinch I.T.'s 2024 Franchise Disclosure Document, the franchise agreement, along with the franchise rights it grants, is to be governed by and construed in accordance with the substantive laws of the Commonwealth of Massachusetts, where Cinch I.T.'s principal place of business is located. This applies except to the extent that the United States Trademark Act of 1946 (Lanham Act) or other federal law governs the agreement. These laws of Massachusetts will take precedence should any conflict of laws arise.
Furthermore, the FDD states that a franchisee waives rights and protections provided through the laws of any state relating to franchises or business opportunities, other than those of the state in which the Territory is located, to the fullest extent permitted by law. However, if any part of the agreement contravenes the laws of a state or jurisdiction where the agreement is to be performed, that part will be modified to conform to such laws, while still maintaining the parties' original intent as evidenced by the agreement.
Any claims that cannot be submitted to arbitration as a matter of law or public policy must be brought within Massachusetts, in the judicial district where Cinch I.T. has its principal place of business. However, Cinch I.T. can bring actions involving injunctive relief in any court in any state that has jurisdiction. The franchisee consents to the jurisdiction of these courts and waives any objection to their jurisdiction or venue.