If a law requires some action that the Cream franchise agreement does not, what happens?
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 Cream's 2025 Franchise Disclosure Document, the franchise agreement is subject to federal laws such as the United States Trademark Act of 1946. The Cream franchise agreement is generally governed by Ohio law, without regard to its conflict of laws rules. However, if a state law regulates the offer or sale of franchises or the relationship between Cream and its franchisees, that state law will apply if its jurisdictional requirements are met independently, without relying on the franchise agreement's governing law section.
This means that if a state has specific franchise laws that provide greater protection to franchisees or impose different requirements on franchisors, those laws could override certain provisions of the Cream franchise agreement, but only if the state's jurisdictional requirements are met independently. This ensures that franchisees are not deprived of the protections afforded to them by state laws specifically designed to regulate franchising.
For a prospective Cream franchisee, this clause offers a degree of protection. It means that Cream cannot use the Ohio governing law provision to circumvent franchise-specific laws in states where the franchisee operates, provided those state laws have independent jurisdictional grounds. Franchisees should consult with an attorney to understand the specific state laws that may apply to their franchise agreement and how those laws interact with the agreement's terms.