Is the Del Taco sublease agreement made and delivered within the State of California?
Del_Taco Franchise · 2025 FDDAnswer from 2025 FDD Document
Choice of Law. The laws of the State of California shall govern the interpretation and construction of this Agreement, without regard to conflicts of laws principles.
Choice of Forum. Any judicial proceeding relating to this Agreement shall be filed in the state or federal court located in the jurisdiction in which Del Taco's corporate offices are located at the time the proceeding is filed. Licensee waives any right to challenge the existence of personal jurisdiction in that state or federal court and the convenience of the forum.
This Agreement shall be governed by the laws of the State of California, without giving effect to the principles of conflicts of law thereof.
Each of the parties hereto submits itself hereby to the exclusive jurisdiction of the state or federal courts in the State of California, and waives any objection (on the grounds of lack of jurisdiction or forum non conveniens, or otherwise) to the exercise of such jurisdiction over it by any state or federal court in the State of California.
Lake Forest, California shall be the sole venue for any legal action arising hereunder.
Governing Law and Venue.
This Agreement shall be governed and construed in accordance with the internal laws of California, without regard to its conflicts of laws provisions.
However, the laws of the state in which the Developer resides or has its principal place of business shall govern the enforcement of the non-compete provisions of Section 17 of this Agreement.
Subject to the terms and provisions of Section 18, above, Del Taco and the Developer shall bring any controversy or claim arising out of this Agreement only before a court of competent jurisdiction in Orange County, California.
In connection with the Developer's acquisition of the real estate for any Restaurant, the Developer shall submit a draft of any lease or sublease agreement for the real estate to Del Taco for its review and approval prior to the Developer's execution of any final lease or sublease agreement.
Source: Item 23 — RECEIPTS (FDD pages 59–325)
What This Means (2025 FDD)
According to the 2025 Del Taco Franchise Disclosure Document, several aspects of the franchise agreement are governed by California law. Specifically, the interpretation and construction of the franchise agreement itself are subject to the laws of California, without regard to conflicts of laws principles. Additionally, any legal proceedings related to the agreement must be filed in a state or federal court located in the jurisdiction where Del Taco's corporate offices are located at the time the proceeding is filed, with the franchisee waiving any right to challenge this jurisdiction or the convenience of the forum. The Non-Disclosure Agreement also specifies that it is governed by the laws of the State of California, and any legal action arising from it must be held in Lake Forest, California.
Furthermore, the FDD states that the franchise agreement between Del Taco and the developer is governed and construed in accordance with the internal laws of California, without regard to its conflicts of laws provisions. However, there is an exception: the laws of the state in which the developer resides or has its principal place of business will govern the enforcement of the non-compete provisions. Any controversy or claim arising out of the agreement must be brought before a court of competent jurisdiction in Orange County, California.
While the FDD specifies that California law governs the interpretation and enforcement of the franchise agreement and related legal proceedings, it does not explicitly state that the sublease agreement for the real estate must be made and delivered within the State of California. However, the document does state that the developer must submit a draft of any lease or sublease agreement for the real estate to Del Taco for its review and approval before the developer executes any final lease or sublease agreement. This suggests that Del Taco has oversight over the terms and conditions of the sublease agreement, even if it is not explicitly required to be made and delivered within California.