In legal proceedings related to the Crave Franchise Agreement, does the Covenantor waive questions of personal jurisdiction or venue?
Crave Franchise · 2025 FDDAnswer from 2025 FDD Document
- d. THIS AGREEMENT SHALL BE INTERPRETED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO DELAWARE CHOICE OF LAW PRINCIPLES. COVENANTOR HEREBY IRREVOCABLY SUBMITS HIMSELF OR HERSELF TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE OF DELAWARE. COVENANTOR HEREBY WAIVES ALL QUESTIONS OF PERSONAL JURISDICTION OR VENUE FOR THE PURPOSE OF CARRYING OUT THIS PROVISION. COVENANTOR HEREBY AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON COVENANTOR IN ANY PROCEEDING RELATING TO OR ARISING UNDER THIS AGREEMENT OR THE RELATIONSHIP CREATED BY THIS AGREEMENT BY ANY MEANS ALLOWED BY DELAWARE OR FEDERAL LAW. COVENANTOR FURTHER AGREES THAT VENUE FOR ANY PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BE IN DELAWARE; PROVIDED, HOWEVER, WITH RESPECT TO ANY ACTION THAT INCLUDES INJUNCTIVE RELIEF OR OTHER EXTRAORDINARY RELIEF, FRANCHISOR MAY BRING SUCH ACTION IN ANY COURT IN ANY STATE THAT HAS JURISDICTION.
Source: Item 23 — RECEIPTS (FDD pages 63–253)
What This Means (2025 FDD)
According to Crave's 2025 Franchise Disclosure Document, the Covenantor, in agreements related to the Franchise Agreement, does waive questions of personal jurisdiction or venue. Specifically, the Covenantor irrevocably submits to the jurisdiction of Delaware's state and federal courts. This means that any legal proceedings will take place in Delaware, regardless of where the Covenantor is located.
This waiver is significant because it requires the Covenantor to handle legal matters in Delaware, potentially increasing costs and inconvenience if they are not located there. The FDD also states that the agreement will be interpreted and enforced in accordance with Delaware law, without regard to its choice of law principles.
However, there is an exception: Crave can bring actions involving injunctive or other extraordinary relief in any court that has jurisdiction. This allows Crave flexibility to seek immediate legal remedies in a location that best suits their needs, even outside of Delaware. The Covenantor also agrees that service of process may be made by any means allowed by Delaware or Federal law.
This clause is designed to streamline legal proceedings and ensure that Crave can enforce the agreement efficiently. Prospective franchisees should be aware of this requirement and consider the potential implications of litigating disputes in Delaware.