Does the Face Foundrie agreement specify which state's laws govern the agreement?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
t possible the application of any rule that would construe ambiguous language against Franchisor as the drafter of this Agreement. The words "include," "includes" and "including" when used in this Agreement will be interpreted as if they were followed by the words "without limitation". References to section numbers and headings will refer to sections of this Agreement unless the context indicates otherwise. Captions and section headings are used herein for convenience only. They are not part of this Agreement and shall not be used in construing it.
- 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 is generally governed by the laws of Minnesota. Specifically, section 19.04 states that the agreement is governed by Minnesota law without regard to its conflicts of laws provisions, except to the extent governed by the United States Trademark Act of 1946 or the United States Arbitration Act.
However, there are exceptions to this rule. 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 Minnesota Franchise Act does not apply, but there is a statute in the state where the franchised business is located that specifically governs relationships between franchisees and franchisors, then that particular law will apply instead of the Minnesota Franchise Act.
Furthermore, Exhibit D, the Electronic Funds Withdrawal and Credit Card Authorization, and the Guaranty are to be interpreted and construed under the laws of the State of Minnesota. In the event of any conflict of law, the laws of the State of Minnesota shall prevail (without regard to, and without giving effect to, the application of Minnesota conflict of law rules).