What section of the Counselor Realty Franchise Agreement specifies the choice of law?
Counselor_Realty Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section(s) in Franchise or Other Agreement | Summary contractors of Counselor or any of Counselor's franchisees | |
|---|---|---|---|
| r. | Non-competition covenants after the franchise is terminated or expires | 7.2 | No solicitation of agents, employees or independent contractors of Counselor or any of Counselor's franchisees for 24- months post-termination |
| s. | Modification of the agreement | Section 13.2 | No modifications generally but Franchise Policy Guidelines and licensed Marks subject to change by Counselor |
| t. | Integration/merger clause | Section 13.1 | Only the terms of the Franchise Agreement are binding on Counselor |
| u. | Dispute resolution by arbitration or mediation | Section 10.1 | Most disputes are resolved by individual binding arbitration conducted in Minneapolis, Minnesota |
| v. | Choice of forum | Not applicable | Not applicable |
| w. | Choice of law | Section 13.2 | Minnesota law applies (except Minnesota Franchises Law applies only to franchisees whose principal place of business is located in Minnesota and to whom Minnesota Franchise Act applies by its own terms) |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 25–29)
What This Means (2025 FDD)
According to the 2025 Counselor Realty Franchise Disclosure Document, the choice of law is specified in Section 13.2 of the Franchise Agreement. This means that the Franchise Agreement is generally governed by Minnesota law.
However, there is an exception: the Minnesota Franchise Law applies only to Counselor Realty franchisees whose primary business location is in Minnesota and to whom the Minnesota Franchise Act applies by its own terms. This indicates that while Minnesota law generally governs the agreement, the specific franchise laws of Minnesota will only apply to franchisees operating within that state under the conditions defined by the Minnesota Franchise Act.
For a prospective Counselor Realty franchisee, this means that the laws governing their franchise agreement will primarily be those of Minnesota, regardless of where their franchise is located. However, if the franchisee's business is based in Minnesota, they will also be subject to the Minnesota Franchise Act, which provides additional protections and regulations specific to franchising within that state. Franchisees should consult with a legal professional to understand how these provisions apply to their specific situation and location.