Is the application of Michigan law in the Clear Pest Pros Franchise Agreement subject to any other laws?
Clear_Pest_Pros Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Franchise agreement | Summary | |
|---|---|---|---|
| t. | Integration/merger clause | Section 15.L | Only the terms of the Franchise Agreement are binding (subject to state law). Any representations or promises outside of the disclosure document and Franchise Agreement may not be enforceable. Notwithstanding the foregoing, nothing in any agreement or any related agreement is intended to disclaim the representations made in this Franchise Disclosure Document, its exhibits and amendments. |
| u. | Dispute resolution by arbitration | Sections 15.F.1 and 15.F.2 | You must bring any disputes arising out of the Franchise Agreement or any other agreement with us to our President prior to bringing a claim before any third party in an attempt to resolve the dispute internally. After exhaustion of this internal dispute resolution procedure, at our option, all claims or disputes between you and us must be submitted first to binding arbitration in Ann Arbor, Michigan, in accordance with the American Arbitration Association's Commercial Arbitration Rules then in effect (subject to state law). |
| v. | Choice of forum | Section 15.F.3 | All claims not subject to arbitration must be commenced in the state or federal court of general jurisdiction, in Washtenaw County, Michigan or the United States District Court for the Eastern District of Michigan (subject to state law). |
| w. | Choice of law | Section 15.H | Except for federal law, Michigan law applies (subject to state law). |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION. (FDD pages 58–63)
What This Means (2025 FDD)
According to Clear Pest Pros's 2025 Franchise Disclosure Document, the application of Michigan law to the Franchise Agreement is subject to other laws. Specifically, while Section 15.H states that Michigan law applies, this is explicitly qualified by the phrase "(subject to state law)." This means that although the Franchise Agreement is generally governed by Michigan law, any applicable state laws may override or modify the application of Michigan law in certain situations.
This provision is important for prospective Clear Pest Pros franchisees because it means that the specific legal requirements and protections they are entitled to may vary depending on the state in which they operate their franchise. State laws can cover a wide range of issues, including franchise relationship laws, consumer protection laws, and other regulations that may impact the franchisee's rights and obligations.
For example, some states have franchise relationship laws that provide franchisees with certain protections against unfair termination or non-renewal of their franchise agreements. If a Clear Pest Pros franchisee operates in such a state, those state laws would take precedence over any conflicting provisions in the Franchise Agreement. Therefore, prospective franchisees should consult with an attorney to understand how state laws may affect their rights and obligations under the Franchise Agreement.
It is also important to note that federal law takes precedence over both Michigan law and state law. Therefore, any provisions in the Franchise Agreement that conflict with federal law would be unenforceable. Prospective Clear Pest Pros franchisees should be aware of the interplay between federal, state, and Michigan law to fully understand their legal rights and obligations.