What state's laws govern the Embassy Suites Franchise Agreement in Minnesota, and what is the exception?
Embassy_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
- The first sentence of Subsection 16.2.1 of the Franchise Agreement is amended to read as follows:
"The Parties agree that, except to the extent governed by the United States Trademark Act of 1946 (Lanham Act; 15 U.S.C. ¶ 1050 et seq.), as amended, this Agreement will be governed by the laws of the State of New York without recourse to New York choice of law or conflicts of law principles, provided, however, that this Section shall not in any way abrogate or reduce any rights of Franchisee as provided for in Minnesota Statutes 1984, Chapter 80C, including the right to submit matters to the jurisdiction of the courts of Minnesota."
Source: Item 22 — CONTRACTS (FDD page 97)
What This Means (2025 FDD)
According to the 2025 Embassy Suites Franchise Disclosure Document, the Franchise Agreement is generally governed by the laws of the State of New York. This means that, unless an exception applies, New York law will be used to interpret the agreement and resolve any disputes.
However, there is an exception for franchisees in Minnesota. The Minnesota Addendum to the Franchise Agreement specifies that the choice of law provision does not override or reduce any rights granted to the franchisee under Minnesota Statutes 1984, Chapter 80C. This includes the franchisee's right to have matters submitted to the jurisdiction of Minnesota courts.
In practical terms, this means that while the agreement itself is written under New York law, Minnesota franchisees retain the protections and rights afforded to them by Minnesota state law. This ensures that Embassy Suites franchisees in Minnesota are not forced to litigate disputes outside of their state or waive rights granted to them under Minnesota law.