What state's laws govern the Even Hotels agreement?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
- 11.10 Governing Law; Sole and Exclusive Venue.
This Agreement and the rights and obligations of the Parties under this Agreement shall be governed by and construed in accordance with the Laws of the State of Georgia, without giving effect to the principles thereof relating to the conflicts of Laws.
Each Party irrevocably agrees that any legal action, suit or proceeding brought by it in any way arising out of this Agreement must be brought solely and exclusively in the state courts located in the County of Fulton, State of Georgia, and irrevocably accepts and submits to the sole and exclusive jurisdiction of each of the aforesaid courts in personam, generally and unconditionally with respect to any action, suit or proceeding brought by it or against it by the other Party.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels' 2025 Franchise Disclosure Document, the franchise agreement is generally governed by the laws of the State of Georgia. Specifically, the agreement is construed in accordance with Georgia law, without regard to its conflict of laws principles. This means that if there are legal disputes arising from the franchise agreement, Georgia law will be used to interpret the agreement and the rights and obligations of both Even Hotels and the franchisee.
However, this general rule is subject to certain exceptions and amendments, particularly for franchisees operating in specific states. For example, the FDD includes amendments for franchisees in California, Maryland, North Dakota, Virginia, Rhode Island, Hawaii and Washington. These amendments stipulate that if any provision in the standard Even Hotels license agreement conflicts with the franchise laws of those states, the state law will take precedence. This ensures that franchisees receive the protections afforded to them under their local state laws, regardless of what the standard agreement says.
For instance, the California amendment notes that certain liquidated damages clauses may be unenforceable under California law, even if the standard agreement allows them. Similarly, the Maryland amendment deletes the provision that all suits must be filed in Georgia for Maryland residents or franchises operated in Maryland. Franchisees should carefully review any state-specific amendments to understand how they modify the general governing law provision and what rights they have in their particular state.