Does the Engel & Volkers recipient waive the right to claim that the venue for litigation is improper?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
preted and construed under the laws of that state. Nothing in this Agreement is intended to invoke the application of any franchise, business opportunity, antitrust, "implied covenant", unfair competition, fiduciary or any other doctrine of law of the State of New York or any other state, which would not otherwise apply. Recipient further agrees that any litigation arising out of or related to this Agreement; any breach of this Agreement; and, all relations and any and all disputes between Recipient on the one hand, and Franchisor on the other hand, whether sounding in contract, tort, or otherwise, will be instituted exclusively in a state or federal court of competent jurisdiction located in New York, NY. Recipient agrees that any dispute as to the venue for this litigation will be submitted to and resolved exclusively by a state or federal court of competent jurisdiction situated in New York, NY.
Source: Item 22 — CONTRACTS (FDD page 88)
What This Means (2025 FDD)
According to Engel & Volkers' 2025 Franchise Disclosure Document, both the recipient of the Confidentiality Agreement and Covenant Not to Compete and the franchisee waive the right to claim that the venue designated for litigation is improper. Specifically, the recipient agrees that any dispute regarding the venue will be submitted to and resolved in a New York court. They also waive the right to assert that this venue is improper, inconvenient, prejudicial, or inappropriate, including claims under the doctrine of forum non conveniens. This clause appears within the context of litigation arising from the Confidentiality Agreement.
Similarly, the franchisee also agrees that any dispute as to the venue for litigation will be submitted to and resolved exclusively by the aforementioned court. The franchisee waives the right to claim that the designated venue is improper, inconvenient, prejudicial, or otherwise inappropriate, including any claim under the judicial doctrine of "forum non conveniens". This waiver applies to litigation arising from the Franchise Agreement.
This means that an Engel & Volkers franchisee or recipient is contractually obligated to resolve legal disputes with Engel & Volkers in the specified New York courts and cannot argue that another location would be more suitable or fair. This could create additional expenses and logistical challenges for franchisees located outside of New York, as they would need to travel to New York for court proceedings and potentially hire local counsel.
Such venue and jurisdiction clauses are common in franchise agreements, as they allow the franchisor to manage legal disputes in a consistent and predictable manner. However, prospective Engel & Volkers franchisees should carefully consider the implications of this clause, especially if they are located far from New York, and factor in the potential costs and inconveniences associated with litigating in that jurisdiction.