In the event of a conflict of laws, which state's law prevails for Eos Worldwide?
Eos_Worldwide Franchise · 2025 FDDAnswer from 2025 FDD Document
Agreement which restricts either party from enforcing its rights under this Agreement by the usual proceedings in ordinary tribunals is void.
In all other respects, the Franchise Agreement will be construed and enforced with its terms.
FOR THE STATE OF ILLINOIS
In recognition of the requirements of the Illinois Franchise Disclosure Act, the Franchise Agreement for EOS Worldwide Franchising, LLC is amended as follows:
-
- General Release. No general release shall be required as a condition of renewal, transfer or termination that is intended to require Franchisee to waive compliance with the Illinois Franchise Disclosure Act, 815 ILCS 705.
-
- Governing Law. Section 20.1 of the Franchise Agreement is amended to provide that any provision that designates governing law to be other than Illinois is void under the Illinois Franchise Disclosure Act of 1987.
-
- Jurisdiction and Venue. In conformance with Section 4 of the Illinois Franchise Disclosure Act, any provision in the Franchise agreement that designates jurisdiction and venue in a forum outside of the State of Illinois is void. However, the Franchise Agreement may provide for arbitration or mediation to take place outside of Illinois.
-
- Termination and Non-Renewal. The conditions under which the Franchise Agreement can be terminated and Franchisee's rights upon termination or non-renewal, as well as the application by which Franchisee must bring any claims, may be governed by the Illinois Franchise Disclosure Act, 815 ILCS 705/19 and 705/20.
-
- No Limitations on Rights. In conformance with Section 41 of the Illinois Franchise Disclosure Act, any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act or any other law of Illinois is void.
Source: Item 22 — CONTRACTS (FDD page 74)
What This Means (2025 FDD)
According to the 2025 FDD, the Franchise Agreement for Eos Worldwide is subject to specific state laws that may supersede the general terms of the agreement in case of conflict. For franchisees in Illinois, any provision designating a governing law other than Illinois is void under the Illinois Franchise Disclosure Act of 1987. Similarly, for franchisees in Indiana, Indiana law takes precedence over any conflicting provisions in the Franchise Agreement or Delaware law, with specific reference to the Indiana Franchise Disclosure Law and the Indiana Deceptive Franchise Practices Law. In Maryland, the laws of Maryland will prevail to the extent required by the Maryland Franchise Registration and Disclosure Law, even though the Franchise Agreement generally defaults to Delaware law. For franchisees in North Dakota, the laws of North Dakota supersede any conflicting provisions in the Franchise Agreement, related agreements, or Delaware law. Finally, for franchisees in Ohio, Ohio law prevails in the event of a conflict of laws.
These stipulations mean that Eos Worldwide franchisees need to be aware of the specific legal protections and requirements in their state. The FDD explicitly amends the standard Franchise Agreement to comply with local franchise laws, which can affect aspects such as dispute resolution, limitations on claims, and governing law. This ensures that franchisees are not inadvertently waiving rights granted to them under state law.
Prospective Eos Worldwide franchisees should carefully review Item 22 of the FDD, paying close attention to the specific amendments applicable to their state of operation. It is also advisable to consult with a legal professional familiar with franchise law in their state to fully understand their rights and obligations. This due diligence can help prevent misunderstandings and ensure compliance with all applicable laws, providing a solid foundation for a successful franchise relationship.