What is the exclusive jurisdiction and venue for legal actions related to the Cool Binz franchise agreement?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
al dispute resolution procedure before you may bring your dispute before a third party. This agreement to first attempt resolution of disputes internally shall survive termination or expiration of this Agreement.
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- Arbitration. At our option, all claims or disputes between us, our shareholders, officers, directors, agents and employees and you, arising out of, or in any way relating to, this Agreement or any other agreement by and between you and us or our affiliates, or any of the parties' respective rights and obligations arising from such agreement, or the operation of the COOL BINZ Business which are not first resolved through the internal dispute resolution procedure set forth in Section 15.F.1 above, must be submitted to binding arbitration in Ann Arbor, Michigan under the auspices of the American Arbitration Association ("AAA"), in accordance with AAA's Commercial Arbitration Rules then in effect, with an arbitrator with at least five (5) years of franchise law experience. We may specifically enforce our rights to arbitration. Each party shall bear its own cost of arbitration and you and we shall share costs of the arbitrator equally. This agreement to arbitrate shall survive any termination or expiration of this Agreement.
- a. Notwithstanding the foregoing, we shall not be required to arbitrate, and may initiate litigation in court, in accordance with the procedure set forth in Section 15 F.3, any controversy, dispute, or claim as set forth in this Section 15.F.2 if such controversy, dispute, or claim concerns an allegation that you have violated (or threaten to violate, or pose an imminent risk of violating):
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- Any federally protected intellectual property rights in the Marks, the System, trade secrets, or Confidential Information;
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- Any claims pertaining to or arising out of any warranty issue;
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- Any of the restrictive covenants contained in this Agreement;
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- Any claims arising out of or related to fraud or misrepresentation by you or your insolvency; or
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- Any claims where the damages alleged are less than $50,000.
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- Selection of Venue. Nothing contained in this Agreement
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to the 2025 Cool Binz Franchise Disclosure Document, at Cool Binz's option, claims or disputes between Cool Binz and a franchisee must be submitted to binding arbitration in Ann Arbor, Michigan. This arbitration would occur under the rules of the American Arbitration Association (AAA), using an arbitrator with at least five years of franchise law experience. Each party is responsible for their own arbitration costs, while the costs of the arbitrator are shared equally between Cool Binz and the franchisee. This arbitration agreement remains in effect even after the franchise agreement terminates or expires.
However, Cool Binz is not required to arbitrate and can pursue litigation in court for certain disputes. These exceptions include allegations of violating federally protected intellectual property rights, claims related to warranty issues, violations of restrictive covenants within the agreement, claims arising from fraud or misrepresentation by the franchisee, franchisee insolvency, or claims where the alleged damages are less than $50,000.
Furthermore, the franchise agreement does not prevent Cool Binz from seeking remedies such as writs of attachment, temporary injunctions, preliminary injunctions, or other emergency relief from any court with jurisdiction to protect their interests. Franchisees also agree to waive trial by jury in any action, proceeding, or counterclaim, whether at law or equity, and agree that all proceedings will be conducted on an individual, not a class-wide basis.