What state's law governs the Crave Cookies Franchise Agreement?
Crave_Cookies Franchise · 2025 FDDAnswer from 2025 FDD Document
| t. Integration/merger clause | FA: § 18.3 MUDA: § 7 | Only the terms of the agreement are binding (subject to state law). Any representations or promises outside of the disclosure document and franchise agreement (or MUDA) may not be enforceable. However, no claim made in any franchise agreement (or MUDA) is intended to disclaim the express representations made in this Disclosure Document. |
|---|---|---|
| u. Dispute resolution by litigation or mediation | FA: § 17.1 MUDA: § 7 | Except for certain claims, for disputes there must be a face-to-face meeting, mediation and litigation (subject to applicable state law). |
| v. Choice of forum | FA: §§ 17.1; 17.5 MUDA: § 7 | Litigation will take place where our headquarters are located (currently, Holladay, Utah) (subject to applicable state law). Any legal proceedings will take place in the District Court of the United States, in the district where our headquarters is then located, or if this court lacks jurisdiction, the state courts of the state and county where our headquarters is then located (subject to applicable state law). |
| w. Choice of law | FA: § 18.8 MUDA: § 7 | Utah (subject to applicable state law). |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 34–38)
What This Means (2025 FDD)
According to Crave Cookies's 2025 Franchise Disclosure Document, the Franchise Agreement is governed by Utah law. Specifically, Section 18.8 of the Franchise Agreement stipulates that Utah law applies, although this is subject to applicable state law. This means that while Utah law generally governs the agreement, any conflicting state laws where the franchisee operates may take precedence.
This "choice of law" provision is a standard clause in franchise agreements, dictating which jurisdiction's laws will be used to interpret the contract. However, the phrase "subject to applicable state law" introduces a layer of complexity. It suggests that certain aspects of the franchise relationship may be governed by the laws of the state where the franchise is located, especially concerning matters like franchise registration, business operations, and employment law.
For a prospective Crave Cookies franchisee, this means understanding both Utah law and the laws of their own state. While Utah law provides the foundational framework for the Franchise Agreement, franchisees must also comply with local and state regulations. It would be prudent for a potential franchisee to consult with a legal professional to fully understand the implications of this clause and how it might affect their specific circumstances.
Furthermore, the FDD mentions in Item 17 that Exhibit I contains state addenda to the disclosure document, which may include additional disclosures or modifications required by certain states. Franchisees should carefully review Exhibit I to determine if any state-specific provisions apply to them.