Are there any exceptions to the choice of law provision in the City Publications agreement?
City_Publications Franchise · 2025 FDDAnswer from 2025 FDD Document
This provision might not be enforceable for any cause of action arising under California law.
- The Franchise Agreement requires application of the laws of the State of Georgia.
This provision might not be enforceable under California law.
◼ Section 24A of the Franchise Agreement requires that the franchise be governed by Georgia Law; however, in the event of a conflict of lawsto the extent required by the Maryland Franchise Registration and Disclosure Law, Maryland law shall prevail.
The following is added to the end of the "Summary" sections of Item 17(v), titled "Choice of forum," and Item 17(w), titled "Choice of law": The foregoing choice of law should not be considered a waiver of any right conferred upon the franchisor or the franchisee by Article 33 of the General Business Law of the State of New York
◼ Sections 24A and 24B of the Franchise Agreement shall be amended to state that restricting jurisdiction or venue to a forum outside the state of Rhode Island or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under The Rhode Island Franchise Investment Act.
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.
Source: Item 23 — RECEIPT (FDD pages 39–129)
What This Means (2025 FDD)
According to the 2025 City Publications Franchise Disclosure Document, the franchise agreement generally requires that Georgia law governs the agreement. However, there are exceptions to this rule for franchisees in certain states.
For franchisees in California, the FDD states that the provision requiring the application of Georgia laws might not be enforceable under California law. Similarly, for franchisees in Maryland, Section 24A of the Franchise Agreement states that Georgia Law governs the franchise; however, Maryland law shall prevail in the event of a conflict of laws to the extent required by the Maryland Franchise Registration and Disclosure Law.
For franchisees in New York, the FDD states that the choice of law should not be considered a waiver of any right conferred upon the franchisor or the franchisee by Article 33 of the General Business Law of the State of New York. For franchisees in Rhode Island, Sections 24A and 24B of the Franchise Agreement shall be amended to state that restricting jurisdiction or venue to a forum outside the state of Rhode Island or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under The Rhode Island Franchise Investment Act. Finally, for franchisees in Washington, in the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.