What is the governing law of the Embassy Suites By Hilton Franchise Agreement?

According to the 2025 Embassy Suites By Hilton Franchise Disclosure Document, the Franchise Agreement is generally governed by the laws of the State of New York. Specifically, except for matters governed by the United States Trademark Act of 1946 (Lanham Act), the agreement will be interpreted under New York law, without considering New York's choice of law or conflicts of law principles. This means that in most legal disputes, New York law will apply to the interpretation and enforcement of the franchise agreement.

However, there are exceptions to this general rule. For franchisees in Illinois, the Illinois Addendum to the Franchise Agreement states that the agreement will be governed by the laws of the State of New York, except as otherwise required by the Illinois Franchise Disclosure Act. Similarly, for franchises offered and sold in Puerto Rico, the standard governing law, jurisdiction, and venue subsection of the Franchise Agreement is replaced entirely.

It is important for prospective Embassy Suites By Hilton franchisees to understand which state's laws will govern their Franchise Agreement, as this can significantly impact their rights and obligations. Franchisees should carefully review any state-specific addenda to the Franchise Agreement to understand how local laws may modify the general governing law provision. Consulting with an attorney experienced in franchise law is advisable to fully understand the implications of the governing law provision and any addenda.