What state's laws govern adversarial proceedings between Ella Cafe and the franchisee?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
Litigation**.
To the extent that litigation is permitted in accordance with the above provisions, or in the event that any claim or controversy is not finally resolved through mediation, then the following provisions will apply:
- (a) **JURISDICTION AND VENUE.
FOR ANY CLAIMS, CONTROVERSIES, AND/OR DISPUTES WHICH ARE NOT FINALLY RESOLVED THROUGH MEDIATION AS PROVIDED ABOVE, FRANCHISEE, OWNERS, AND PRINCIPALS IRREVOCABLY SUBMIT THEMSELVES TO THE JURISDICTION OF THE STATE AND THE FEDERAL DISTRICT COURTS LOCATED IN THE STATE, COUNTY, OR JUDICIAL DISTRICT IN WHICH FRANCHISOR'S PRINCIPAL PLACE OF BUSINESS IS LOCATED.
FRANCHISEE, OWNERS, AND PRINCIPALS HEREBY WAIVE ALL QUESTIONS OF PERSONAL JURISDICTION FOR THE PURPOSE OF CARRYING OUT THIS PROVISION AND AGREE THAT SERVICE OF PROCESS MAY BE MADE UPON ANY OF THEM IN ANY PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP CREATED HEREBY BY ANY MEANS ALLOWED BY FLORIDA OR FEDERAL LAW.
FRANCHISEE, OWNERS, AND PRINCIPALS FURTHER AGREE THAT VENUE FOR ANY SUCH PROCEEDING WILL BE THE COUNTY OR JUDICIAL DISTRICT IN WHICH FRANCHISOR'S PRINCIPAL PLACE OF BUSINESS IS LOCATED; PROVIDED, THAT FRANCHISOR MAY BRING ANY ACTION (i) FOR MONIES OWED, (ii) FOR INJUNCTIVE OR OTHER EXTRAORDINARY RELIEF OR (iii) INVOLVING POSSESSION OR DISPOSITION OF, OR OTHER RELIEF RELATING TO, REAL PROPERTY, THE MARKS, OR THE CONFIDENTIAL INFORMATION, IN ANY STATE OR FEDERAL DISTRICT COURT WHICH HAS JURISDICTION.**
- (b) WAIVER OF JURY TRIAL.
FRANCHISOR AND FRANCHISEE IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, BROUGHT BY EITHER OF THEM AGAINST THE OTHER, WHETHER OR NOT THERE ARE OTHER PARTIES IN SUCH ACTION OR PROCEEDING.
- (c) WAIVER OF PUNITIVE DAMAGES.
THE PARTIES HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2024 FDD)
According to Ella Cafe's 2024 Franchise Disclosure Document, any claims, controversies, and/or disputes not resolved through mediation will be subject to the jurisdiction of state and federal district courts located in the state where Ella Cafe's principal place of business is located. The document specifies that Florida law will govern the Guaranty agreement.
Specifically, franchisees, owners, and principals irrevocably submit to the jurisdiction of these courts and waive any questions of personal jurisdiction. They agree that service of process can be made by any means allowed by Florida or federal law. The venue for any such proceeding will be the county or judicial district where Ella Cafe's principal place of business is located. However, Ella Cafe retains the right to bring actions for monies owed, injunctive relief, or matters involving real property, the marks, or confidential information in any state or federal district court with jurisdiction.
This means that if a franchisee has a dispute with Ella Cafe that cannot be resolved through mediation and results in litigation, the lawsuit will likely take place in Florida, regardless of where the franchisee's business is located. This could create additional costs and logistical challenges for franchisees who do not reside in Florida. Franchisees also waive their right to a jury trial and any claim of punitive or exemplary damages, limiting them to the recovery of actual damages sustained.