Are there any addenda that might modify the choice of law provision in the Dog Haus franchise agreement?
Dog_Haus Franchise · 2025 FDDAnswer from 2025 FDD Document
| Section In | |||
|---|---|---|---|
| Franchise | |||
| Agreement | |||
| (Exhibit A) and | |||
| in Remote | |||
| Kitchen | |||
| Addendum | |||
| Provision | (Exhibit C) | Summary | |
| s. | Modification of the | Franchise | The Franchise Agreement can be modified or amended only by |
| agreement | Agreement | written agreement of all of the parties. The Manuals are subject | |
| Sections 6.5 and | to change at any time. You must comply with any changes set | ||
| 21.5; Remote | forth in the Manuals. Remote Kitchen Addendum can be | ||
| Kitchen | modified or amended only by written agreement of all the | ||
| Addendum | parties. (Remote Kitchen Addendum) | ||
| Section 9.2 | |||
| t. | Integration/ merger | Franchise | Only the terms of the Franchise Agreement and other related |
| clause | Agreement | written agreements are binding (subject to applicable state law). | |
| Section 21.5; | Any | ||
| representations or | |||
| promises | |||
| outside | |||
| the disclosure | |||
| Remote Kitchen | document and franchise agreement may not be enforceable. | ||
| Addendum | Only the terms of the Franchise Agreement and Remote Kitchen | ||
| Section 9.2; | Addendum and its exhibits are binding (subject to applicable | ||
| state law). No other representations or promises will be binding. | |||
| (Remote Kitchen Addendum) | |||
| u. | Dispute resolution by | Franchise | You agree to attempt any dispute first by mediation, which will |
| arbitration or | Agreement | occur in Los Angeles, California. Mediation must be completed | |
| mediation | Sections 19.1 | within 45 days following the date either party first gives notice | |
| and 19.2 | of mediation, unless otherwise agreed in writing. The fees and | ||
| expenses of the mediator will be shared equally by you and us. | |||
| If the parties cannot resolve and settle the dispute through | |||
| mediations, all unresolved claims between you and us will be | |||
| submitted to binding arbitration, which will occur in Los | |||
| Angeles, California. The fees and expenses of the arbitrator will | |||
| be shared equally by you and us. | |||
| (subject to applicable state law) | |||
| v. | Choice of forum | Franchise | All proceedings will be held in Los Angeles County, California, |
| Agreement | subject to applicable state law. See the State Specific Addenda | ||
| Section 19.3 | (Exhibit H) attached to this Disclosure Document. | ||
| w. | Choice of law | Franchise | California, subject to the exception provided in Section 19.3 of |
| Agreement | the Franchise Agreement and applicable state law. | ||
| Section 19.3 | See the State Specific Addenda (Exhibit H) attached to this | ||
| Disclosure Document. | |||
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 63–72)
What This Means (2025 FDD)
According to Dog Haus's 2025 Franchise Disclosure Document, the choice of law is generally California, but this is subject to exceptions in Section 19.3 of the Franchise Agreement and applicable state law. The document directs prospective franchisees to review the State Specific Addenda (Exhibit H) for further details. This implies that the State Specific Addenda could contain modifications to the choice of law provision, depending on the franchisee's location.
In practical terms, this means that while the standard Dog Haus franchise agreement specifies California law, the applicable law could change based on the state in which the franchise is located. Franchisees need to carefully examine Exhibit H, as it may stipulate that the laws of their state govern certain aspects of the franchise agreement instead of California law. This is a common practice in franchising, as state laws often have specific regulations regarding franchise relationships.
It is important for a prospective Dog Haus franchisee to consult with a legal professional to understand how the State Specific Addenda affects their rights and obligations. The attorney can help determine which state's laws will apply and how those laws may differ from California law. This due diligence is crucial to avoid potential legal issues and ensure compliance with all applicable regulations.
Therefore, while the Dog Haus franchise agreement generally defaults to California law, franchisees must be aware of the potential modifications outlined in the State Specific Addenda. Reviewing Exhibit H and seeking legal counsel are essential steps in understanding the specific legal framework that will govern the franchise relationship.