Does the Face Foundrie agreement give effect to Minnesota conflict of law rules?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
- 19.04 Governing Law. Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act; 15 U.S.C. § 1050 et seq.), as amended, or the United States Arbitration Act (9 U.S.C. § 1 et seq.), this Agreement will be governed by the laws of the State of Minnesota without regard to its conflicts of laws provisions.
The parties agree, however, that if Franchisee is not a resident of Minnesota, and if the Facial Bar is not located in Minnesota, then they hereby waive the provisions of the Minnesota Franchise Act, Minnesota Statutes, Section 80C.01, et seq. and the regulations promulgated thereunder.
If the Minnesota Franchise Act would not otherwise apply to the franchise relationship created hereby, but there is a statute in the state in which the business franchised hereunder is located that specifically governs relationships between franchisees and franchisors, then that particular law will apply in lieu of the Minnesota Franchise Act.
Source: Item 22 — CONTRACTS (FDD pages 73–74)
What This Means (2025 FDD)
According to the 2025 Face Foundrie Franchise Disclosure Document, the franchise agreement generally does not give effect to Minnesota conflict of law rules, as it stipulates that the laws of Minnesota will govern the agreement without regard to its conflicts of laws provisions. This means that in interpreting the agreement, Minnesota law will be applied directly, without considering whether another jurisdiction's laws should apply instead.
However, there are exceptions and nuances to this general rule. For instance, if a Face Foundrie franchisee is not a resident of Minnesota and the Facial Bar is not located in Minnesota, the franchisee waives the provisions of the Minnesota Franchise Act. Additionally, if the business is located in a state with a statute specifically governing relationships between franchisees and franchisors, that particular law will apply instead of the Minnesota Franchise Act.
Furthermore, certain addenda modify the governing law provisions for franchisees in specific states like North Dakota, where the agreement notes that it will be governed by Minnesota law without regard to its conflict of laws rules, except as otherwise required by North Dakota law. Similarly, for franchisees operating in Minnesota, the agreement specifies that nothing within it will reduce any of the franchisee's rights under Minnesota Statutes Chapter 80C or their rights to any procedure, forum, or remedies provided by the laws of the jurisdiction. These stipulations ensure that franchisees retain certain protections and rights afforded to them by their local laws, despite the general application of Minnesota law.