Does the governing law provision in the Face Foundrie agreement consider conflict of laws?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
- 16.1 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 Area Developer is not a resident of Minnesota, and if the Franchised Facial Bars are 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 23 — RECEIPTS (FDD pages 74–257)
What This Means (2025 FDD)
According to Face Foundrie's 2025 Franchise Disclosure Document, the governing law for the Area Development Agreement is the law of the State of Minnesota, except to the extent governed by the United States Trademark Act of 1946 or the United States Arbitration Act. Importantly, the agreement specifies that Minnesota law applies "without regard to its conflicts of laws provisions." This means that if there is a legal dispute, a court would apply Minnesota's substantive laws directly, without considering whether the laws of another jurisdiction might otherwise be more applicable.
However, there are exceptions. If the Area Developer is not a resident of Minnesota and the Franchised Facial Bars are not located in Minnesota, the Area Developer waives the provisions of the Minnesota Franchise Act. Furthermore, 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.
For a prospective Face Foundrie Area Developer, this means that while Minnesota law generally governs the agreement, the specific laws that apply can vary depending on their residency and where their franchised locations are situated. It is important to understand these exceptions and how they might affect their rights and obligations under the agreement. Area Developers should consult with a legal professional to fully understand the implications of the governing law provision, especially if they are not located in Minnesota.