What laws are exceptions to the Arizona governing law for Circle K franchises in Illinois?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
This Addendum will pertain to franchises sold in the state of Illinois and will be for the purpose of complying with Illinois statutes and regulations. Notwithstanding anything which may be contained in the body of the Franchise Agreement to the contrary, the Agreement will be amended to include the following:
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- Article 20.5 is hereby deleted in its entirety and the following is substituted in its place:
- 20.5 Governing Law. Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. § 1051 et seq.), and the Federal Arbitration Act (9 U.S.C. § 1, et seq.), or matters arising under the Illinois Franchise Disclosure Act which shall be governed thereby, this Agreement and the relationship between the Franchisor and Franchisee will be governed by the laws of the state of Arizona.
Source: Item 22 — CONTRACTS (FDD page 100)
What This Means (2025 FDD)
According to Circle K's 2025 Franchise Disclosure Document, the franchise agreement is generally governed by Arizona law. However, there are exceptions for franchises sold in Illinois. Specifically, the United States Trademark Act of 1946 (Lanham Act), the Federal Arbitration Act, and matters arising under the Illinois Franchise Disclosure Act are exceptions to the Arizona governing law. This means that while most aspects of the agreement will be interpreted under Arizona law, certain federal laws and the Illinois Franchise Disclosure Act will take precedence on specific issues.
For Circle K franchisees in Illinois, this addendum ensures that certain protections and rights under Illinois law are maintained. For instance, Illinois law dictates that any provision designating jurisdiction or venue outside of Illinois is void, although arbitration outside of Illinois is permitted. Additionally, franchisees cannot waive compliance with the Illinois Franchise Disclosure Act or any other Illinois law. These stipulations are crucial for protecting franchisees' rights within the state.
The Illinois Franchise Disclosure Act also outlines the rights of franchisees regarding termination and non-renewal of the franchise agreement, as detailed in sections 19 and 20. Furthermore, the addendum clarifies that franchisees can rely on representations made in the Franchise Disclosure Document, ensuring that the terms of the agreement are consistent with the information provided during the franchise sales process. This prevents contradictions between the FDD and the actual franchise agreement, offering an additional layer of protection for the franchisee.
In essence, this addendum modifies the standard Circle K franchise agreement to comply with Illinois law, providing Illinois franchisees with specific legal protections and rights that might not otherwise be available under Arizona law. Prospective franchisees in Illinois should carefully review this addendum and consult with legal counsel to fully understand their rights and obligations under the franchise agreement.