What state's law governs the Crowne Plaza agreement, and where should legal actions be commenced?
Crowne_Plaza Franchise · 2025 FDDAnswer from 2025 FDD Document
- 10.11 Governing Law and Forum Selection.
This Agreement will be governed by the law of the State of Delaware, without regard to its conflict of law principles, unless a regulatory agency with jurisdiction over the applicable Service applies a different law.
The United Nations Convention on Contracts for International Sale of Goods will not apply.
Any action arising from or relating to this Agreement or its claimed breach shall be commenced and prosecuted only in the Supreme Court of the State of New York located in New York County, New York, and the par
Source: Item 23 — Receipts (FDD pages 100–424)
What This Means (2025 FDD)
According to the 2025 Crowne Plaza Franchise Disclosure Document, the license agreement is generally governed by the laws of Delaware, without regard to its conflict of law principles. However, this is superseded if a regulatory agency with jurisdiction applies a different law.
Specifically, for franchisees in certain states, this may not apply. For example, in Rhode Island, any provision designating the governing law as that of another state is deleted from licenses issued in Rhode Island. Similarly, in North Dakota, the laws of North Dakota supersede any provisions of the license, or Georgia law, if such provisions are in conflict with North Dakota laws. In Washington, the Washington Franchise Investment Protection Act may prevail in the event of a conflict of laws.
Regarding where legal actions must commence, any action arising from or relating to the agreement or its claimed breach must be commenced and prosecuted only in the Supreme Court of the State of New York located in New York County, New York. This forum selection clause dictates that franchisees must pursue legal action in New York, which may increase expenses for franchisees located elsewhere. However, this may not apply to franchisees in Maryland, as the provisions of the License which permits all suits to be filed in Georgia is deleted for residents of the State of Maryland and/or franchises to be operated in the State of Maryland. Also, any provision in the License which designates jurisdiction or venue or requires the Licensee to agree to jurisdiction or venue, in a forum outside of North Dakota, is deleted from Licenses issued in the State of North Dakota.