What state's law governs the Epcon Communities Sublicense Agreement?
Epcon_Communities Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section of Sublicense Agree ment | Summary |
|---|---|---|
| i. Franchisee’s obligations on termination/non-renewal | Section 5 | Cease use and, if applicable, return to us, the Marks, Epcon Communities Works, Development System or systems or parts of the Development System; cancel recording of Sublicense Agreement in all governmental records. |
| j. Assignment of contract by | Not Applicable | No restrictions on our right to assign as long as our |
| franchisor | obligations are assumed upon assignment. | |
| k. “Transfer” by franchisee -- | Section 1 | Transfer includes any transfer of the rights granted under |
| defined | the Sublicense Agreement. | |
| l. Franchisor approval of a | Not applicable | Not Applicable. |
| transfer by franchisee | ||
| m. Conditions for franchisor’s | Section 1 | Not Applicable. |
| approval of a transfer | ||
| n. Franchisor’s right of first | Not Applicable | Not Applicable. |
| refusal to acquire | ||
| franchisee’s business | ||
| o. Franchisor’s option to | Not Applicable | Not Applicable. |
| purchase franchisee’s | ||
| business | ||
| p. Death or disability of | Not Applicable | Not Applicable. |
| franchisee | ||
| q. Non-competition covenants | Not Applicable | Non-competition covenants in Section 10.6 of the |
| during the term of the | Franchise Agreement apply during the term of the | |
| franchise | Sublicense Agreement. | |
| r. Non-competition covenants | Not Applicable | Non-competition covenants in Section 13.7 of the |
| after the franchise is | Franchise Agreement apply during the term of the | |
| terminated or expires | Sublicense Agreement. | |
| s. Modification of the | Section 10.E | No modifications unless they are in writing and signed by |
| Agreement | both parties. | |
| t. Integration/merger clause | Section 10.E | Subject to applicable state law only the terms of the Sublicense Agreement and other related written agreements are binding. Any representations or promises outside of the disclosure document and Sublicense Agreement may not be enforceable. However, nothing in any agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits and amendments. |
| u. Dispute resolution by | Not Applicable | Not Applicable. |
| arbitration or mediation | ||
| v. Choice of forum | Section 10.G | Subject to applicable state law, litigation must be filed in Federal District Court for the Southern District of Ohio in Columbus, Ohio or in Common Pleas Court of Franklin County, Ohio. |
| w. Choice of law | Section 10.G | Subject to applicable state law, Ohio law applies. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 55–69)
What This Means (2025 FDD)
According to the 2025 Epcon Communities FDD, the Sublicense Agreement is generally governed by Ohio law. However, this is subject to applicable state law, meaning that certain provisions might be superseded or interpreted in accordance with the laws of the state where the franchisee is located.
Specifically, Section 10.G of the Sublicense Agreement states that Ohio law applies, but this is contingent on applicable state law. This means that while Epcon Communities prefers Ohio law to govern the agreement, state-specific regulations or statutes could take precedence. Franchisees should be aware that the interplay between Ohio law and their local state laws could affect the interpretation and enforcement of the Sublicense Agreement.
It is important for prospective Epcon Communities franchisees to consult with a legal professional to understand how both Ohio law and their own state's laws will apply to their Sublicense Agreement. This is particularly crucial for dispute resolution, as the choice of forum for litigation is also subject to applicable state law, potentially impacting where legal proceedings would take place.