Which state's laws govern the Face Foundrie Personal Covenants?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
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 Face Foundrie's 2025 Franchise Disclosure Document, the Franchise Agreement, and therefore the Personal Covenants, are generally governed by the laws of Minnesota. Specifically, Item 22 states that the agreement will be 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 other United States federal law.
However, there are exceptions to this general rule. If the Face Foundrie franchisee is not a resident of Minnesota and the Facial Bar is not located in Minnesota, the provisions of the Minnesota Franchise Act are waived. 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.
For prospective Face Foundrie franchisees, this means that while Minnesota law generally applies, the specific laws governing their franchise may vary depending on their location and residency. Franchisees should be aware of the potential for different state laws to apply and how those laws might affect their rights and obligations under the Franchise Agreement and Personal Covenants. It is advisable to consult with a legal professional to understand the specific laws that govern their franchise relationship.