In the event of a conflict of law, which state's laws prevail for the Face Foundrie agreement?
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 Face Foundrie's 2025 Franchise Disclosure Document, the franchise agreement, except where governed by the United States Trademark Act or the United States Arbitration Act, is generally governed by the laws of Minnesota without regard to its conflicts of laws provisions. This means that Minnesota law will be used to interpret the agreement and resolve disputes.
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, then the franchisee waives the provisions of the Minnesota Franchise Act. Additionally, if the state in which the franchised business is located has a statute that specifically governs relationships between franchisees and franchisors, that particular law will apply instead of the Minnesota Franchise Act.
Furthermore, the Guaranty agreement specifies that it shall 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.
For franchisees in North Dakota, Section 19.04 of the Franchise Agreement is replaced, stipulating that the laws of Minnesota govern, except as required by North Dakota law. This means that if there are conflicts between Minnesota law and North Dakota's franchise investment law, North Dakota law will take precedence to the extent required.