Does the choice of Ohio law in the Cream franchise agreement consider its conflict of laws rules?
Cream Franchise · 2025 FDDAnswer from 2025 FDD Document
Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et seq.), or other United States federal law, this Agreement and any related agreements, the franchise for your Shop, and all claims arising from the relationship between us or any of our affiliates (and our and their respective owners, officers, directors, agents, representatives and employees), and you (and your owners, guarantors, affiliates, and employees), will be governed by the laws of the State of Ohio, without regard to its conflict of laws rules. Any state law regulating the offer or sale of franchises or governing the relationship of a franchisor and its franchisee, including the terms set forth on Attachment F (as applicable), will not apply unless the jurisdictional requirements of such state law are met independently without reference to this Section.
Source: Item 23 — RECEIPTS (FDD pages 61–192)
What This Means (2025 FDD)
According to the 2025 FDD, the Cream franchise agreement specifies that Ohio law will govern the agreement, but without regard to its conflict of laws rules. This means that if there is a dispute, Ohio law will be applied directly, regardless of whether another state's laws might otherwise be more applicable based on conflict of laws principles.
For a Cream franchisee, this is significant because it provides clarity and predictability. Franchisees can expect that Ohio law will be applied in disputes, which can help in understanding their rights and obligations under the franchise agreement. However, it also means that franchisees may be subject to Ohio law even if their Cream shop is located in a different state, potentially overriding laws in their own state that might be more favorable to them.
This approach is relatively common in franchising, as franchisors often prefer to have a single, consistent legal framework governing their franchise agreements across different states. Franchisees should be aware of the specific laws of Ohio and how they might impact their franchise operations, and seek legal counsel to understand the implications fully.