Is the governing law for Cordova subject to state law?
Cordova Franchise · 2025 FDDAnswer from 2025 FDD Document
| v. Choice of forum | 18.G. | Except for certain claims for injunctive relief, all litigation |
|---|---|---|
| proceedings must be conducted in the appropriate State or Federal | ||
| Court within or closest to either Douglas County, Nebraska or the | ||
| State or Federal Court nearest to our corporate headquarters at the | ||
| time such action is commenced. This provision is subject to | ||
| applicable state law. | ||
| w. Choice of law | 18.F. | Nebraska law will govern. However, this provision is subject to |
| state law and as otherwise disclosed in Exhibit I to this Disclosure | ||
| Document. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 33–37)
What This Means (2025 FDD)
According to Cordova's 2025 Franchise Disclosure Document, the franchise agreement is governed by Nebraska law, but with exceptions. While Nebraska law generally applies, this is explicitly "subject to state law and as otherwise disclosed in Exhibit I to this Disclosure Document." This means that certain aspects of the franchise relationship may be governed by the laws of the state in which the franchisee operates their Cordova business, potentially overriding Nebraska law in specific instances. Exhibit I of the FDD would provide further details on these exceptions.
This clause is important for prospective Cordova franchisees because it introduces the possibility that the laws of their own state could take precedence over Nebraska law in certain legal disputes or interpretations of the franchise agreement. Franchisees should carefully review Exhibit I to understand which specific provisions are subject to state law. This could impact issues such as termination rights, non-compete agreements, or other aspects of the franchise relationship.
It is typical for franchise agreements to specify a governing law, often the state where the franchisor is headquartered. However, it is less common to find such an explicit carve-out making the governing law subject to the laws of other states. Prospective Cordova franchisees should seek legal counsel to fully understand the implications of this provision and how it might affect their rights and obligations under the franchise agreement, particularly in their specific state.