What law governs the Face Foundrie franchise agreement, and are there any exceptions?
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 is generally governed by the laws of Minnesota, without regard to its conflicts of laws provisions, except to the extent governed by the United States Trademark Act of 1946 (Lanham Act) or the United States Arbitration Act. This means that most legal matters related to the franchise agreement will be interpreted under Minnesota law. However, federal laws regarding trademarks and arbitration will take precedence where applicable.
There are exceptions to this general 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. This indicates that Face Foundrie aims to avoid the specific regulations of the Minnesota Franchise Act for franchisees operating outside of Minnesota, potentially streamlining the legal framework for those locations.
Furthermore, if the Minnesota Franchise Act doesn't apply but there is a state law in the location of the franchised business that specifically governs relationships between franchisees and franchisors, that particular state law will apply instead of the Minnesota Franchise Act. This ensures that local regulations tailored to franchise relationships are respected and take precedence, providing a degree of localized legal oversight. Prospective franchisees should be aware of these governing law provisions and any exceptions, as they dictate the legal framework within which their franchise agreement will be interpreted and enforced.