What objections do Endless Summer Sweets parties waive regarding the venue of legal proceedings?
Endless_Summer_Sweets Franchise · 2024 FDDAnswer from 2024 FDD Document
forcement of any other right or remedy.
- 18.7 Severability. The parties intend that (i) if any provision of this Agreement is held by an arbitrator or court to be unenforceable, then that provision be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded, and (ii) if an unenforceable provision is modified or disregarded, then the rest of this Agreement will remain in effect as written.
- 18.8 Governing Law. The laws of the state of California (without giving effect to its principles of conflicts of law) govern all adversarial proceedings between the parties. The parties agree that any California law for the protection of franchisees or business opportunity purchasers will not apply unless its jurisdictional requirements are met independently without reference to this Section 18.8.
Source: Item 23 — RECEIPTS (FDD pages 39–125)
What This Means (2024 FDD)
According to Endless Summer Sweets' 2024 Franchise Disclosure Document, the franchise agreement specifies that California law governs all legal proceedings between the parties, without regard to its conflict of laws principles. This means that any disputes arising from the franchise relationship will be interpreted and resolved under California law.
The FDD also states that any California law intended to protect franchisees or business opportunity purchasers will only apply if its jurisdictional requirements are met independently, without relying on the specific governing law section of the agreement. This suggests that Endless Summer Sweets aims to ensure that California's franchise-specific laws apply only when they naturally should, based on the circumstances of the dispute and the parties involved.
Furthermore, the document mentions that the franchise agreement requires mediation to occur in Berkeley, California, with both the franchisor and franchisee equally sharing the costs. It also advises prospective franchisees to seek legal counsel to understand how California and federal laws might apply to any franchise agreement provisions that restrict venue to a location outside of California. This is particularly relevant for franchisees located outside of California, as they may be required to travel to California for mediation, potentially incurring significant travel and legal expenses.