What state's law governs the Cool Binz Franchise Agreement, excluding federal law?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provisions | Section in Franchise Agreement | Summary | |
|---|---|---|---|
| with any of your customers or former customers, within: (i) the | |||
| Territory; (ii) the Territories of any COOL BINZ franchisees, | |||
| COOL BINZ Company Store, or any other COOL BINZ business | |||
| operator; or (iii) a radius of 50 miles from the Territory. This | |||
| provision is subject to state law. | |||
| s. | Modification | Section 15.J | Modification of the Franchise Agreement must be in writing and |
| of Agreement | agreed upon by both parties. | ||
| t. | Integration/me rger 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. Nothing in the agreement or in any related agreement is intended to disclaim the representations made in the Franchise Disclosure Document. |
| 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, all claims or disputes between you and us must be submitted to binding arbitration in Ann Arbor, Michigan, in accordance with the American Arbitration Association’s Commercial Arbitration Rules then in effect. This provision is 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 applicable state law). |
| w. | Choice of law | Section 15.H | Except federal law, Michigan law applies (subject to applicable |
| state law). |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 53–58)
What This Means (2025 FDD)
According to Cool Binz's 2025 Franchise Disclosure Document, the Franchise Agreement, excluding federal law, is governed by Michigan law. However, this is subject to applicable state law. This means that while Michigan law generally applies to the agreement, specific provisions may be superseded or modified by the laws of the state in which the franchisee operates their Cool Binz business.
This choice of law provision is a standard element in franchise agreements, setting the legal framework for interpreting and enforcing the contract. However, the caveat that it is "subject to applicable state law" is crucial. It recognizes that certain aspects of the franchise relationship such as franchise sales, registration, and relationship laws are governed at the state level and can override the general choice of Michigan law.
For a prospective Cool Binz franchisee, this means understanding both Michigan law and the franchise laws of their own state. They should be aware that while Michigan law provides the baseline for interpreting the agreement, their local state laws could have a significant impact on their rights and obligations. It is advisable to consult with a legal professional familiar with both Michigan law and the franchise laws of the franchisee's state to fully understand the implications of this provision.