Which state's laws govern the Corcoran Security Agreement?
Corcoran Franchise · 2025 FDDAnswer from 2025 FDD Document
SECTION 6 -- MISCELLANEOUS.
- (a) Waiver. Any express or implied waiver of any provision of this Security Agreement and any delay or failure by Secured Party to enforce any provision of this Security Agreement shall not preclude Secured Party from later enforcing any such provision.
- (b) Governing Law. This Security Agreement shall be governed by and construed according to the laws of the State of New Jersey.
- (c) Remedies. All rights and remedies provided in this Security Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law. Any single or partial exercise of any right or remedy shall not preclude its further exercise or the exercise of any other right or remedy.
- (d) Financing Statement. At the same time this Security Agreement is signed, Secured Party shall file a UCC-1 Financing Statement with the Secretary of State in the state of formation (or residence if a sole proprietor) of the Debtor or other appropriate governmental authority to perfect the security interest created by this Security Agreement. Debtor will sign such other documents as Secured Party may reasonably require to perfect its security interest in the Collateral.
- (e) Notices. In the event either party desires to give notice to the other with regard to this Security Agreement, the notice shall be in writing and may be hand delivered, express mailed, or sent by certified or registered mail. Mailed notices as provided under this Security Agreement shall be deemed to be given two (2) days after they are sent. Such notices shall be sent to the address provided for such party in the Franchise Agreements, unless a party gives notice of a change of its address.
- (f) Successors in Interest. This Security Agreement shall inure to the benefit of, and be binding upon, the successors in interest of the parties hereto.
- (g) Amendments. This Security Agreement may only be amended by a writing signed by both parties.
- (h) Entire Agreement. This Security Agreement constitutes the entire agreement between the parties regarding the matters discussed in this Security Agreement, all representations or understandings, whether oral or written, having been incorporated or otherwise superseded by this Security Agreement.
- (i) Facsimiles. Facsimile or electronic copies of this Security Agreement shall be deemed to have the same force and effect as the original and shall be fully binding on all parties.
Source: Item 23 — RECEIPTS (FDD pages 75–276)
What This Means (2025 FDD)
According to Corcoran's 2025 Franchise Disclosure Document, the Security Agreement is governed by the laws of New Jersey. This means that any legal disputes or interpretations regarding the Security Agreement will be subject to New Jersey law, regardless of where the Corcoran franchise is located.
This is a standard practice in franchising, where the franchisor often designates a specific state's laws to govern the agreement for consistency and predictability. However, franchisees should be aware that this may require them to engage legal counsel familiar with New Jersey law if disputes arise.
It is important for prospective Corcoran franchisees to understand which state's laws govern the various agreements they enter into with the franchisor, as this can impact their legal rights and obligations. While the Franchise Agreement itself may be governed by a different state's laws (as indicated by state-specific addenda), the Security Agreement is explicitly governed by New Jersey law.