What state's law governs the Crepe De Licious franchise agreement?
Crepe_De_Licious Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Franchise Agreement | Summary |
|---|---|---|
| q. Non-competition covenants during the term of the Franchise | Section 5.21 | Neither you, your principal owners, nor any immediate family members of you or your principal owners may participate in a diverting business, have no owning interest in, loan money to, or perform services for a competitive business anywhere; you may not interfere with our or our other franchisees’ Crepe de licious Franchise(s). |
| r. Non-competition covenants after the Franchise is terminated or expires | Section 17.09 | Owners cannot have an interest in, own, manage, operate, finance, control, or participate in any competitive business within: (i) a 25-mile radius from your Crepe de licious Business or Territory (and including the premises of the Approved Location); and (ii) a 25-mile radius from all other Crepe de licious businesses that are operating or under construction, for two years. |
| s. Modification of the Franchise Agreement | Sections 19.02 and 9.02 | No modifications of the Franchise Agreement during the term unless agreed to in writing, but the Operations Manual is subject to change at any time in our discretion. Modifications are permitted on renewal. |
| t. Integration/merger clause | Section 19.06 | Only the terms of the Franchise Agreement and other related agreements are binding (subject to applicable state law). Any representations or promises outside of this Franchise Disclosure Document and Franchise Agreement may not be enforceable. |
| u. Dispute resolution by arbitration or mediation | Sections 18.01 and 18.02 | Except for certain claims, all disputes must be mediated in Toronto, Ontario, Canada and arbitrated in Delaware. |
| v. Choice of forum | Section 18.05 | All disputes must be mediated in Toronto, Ontario, Canada and arbitrated and litigated (if applicable) in Delaware, subject to applicable state law. |
| w. Choice of law | Section 19.04 | Delaware law applies, subject to applicable state law. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 48–52)
What This Means (2025 FDD)
According to the 2025 Crepe De Licious Franchise Disclosure Document, the franchise agreement is governed by Delaware law, subject to applicable state laws. This means that while Delaware law generally applies to the interpretation and enforcement of the franchise agreement, any conflicting state laws where the franchisee operates may take precedence. This could include laws related to franchise relationships, consumer protection, or other business regulations.
For a prospective Crepe De Licious franchisee, this choice of law provision means that they may need to consider both Delaware law and the laws of their own state when evaluating the franchise agreement. It is important to understand how these laws interact and whether any specific state laws could impact their rights and obligations as a franchisee.
Crepe De Licious also uses Delaware law for the Area Development Agreement. As with the franchise agreement, this is subject to applicable state laws. Franchisees should seek legal counsel to understand the implications of these provisions in their specific state or territory.
It is typical in franchising for a franchisor to select a particular state's law to govern the franchise agreement, often the state where the franchisor is headquartered. However, the "subject to applicable state laws" clause is a common caveat that acknowledges the potential for conflicts with local regulations.