Under what condition might the law of another jurisdiction apply to the Face Foundrie Personal Covenants?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
EXCEPT TO THE EXTENT GOVERNED BY THE UNITED STATES TRADEMARK ACT OF 1946 (LANHAM ACT, 15 U.S.C. SECTIONS 1051 ET SEQ.), OR OTHER UNITED STATES FEDERAL LAW, AND EXCEPT AS OTHERWISE REQUIRED BY NORTH DAKOTA LAW, THIS AGREEMENT, THE FRANCHISE, AND ALL CLAIMS ARISING FROM THE RELATIONSHIP BETWEEN US AND FRANCHISEE WILL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES, EXCEPT THAT ANY LAW REGULATING THE SALE OF FRANCHISES OR GOVERNING THE RELATIONSHIP OF A FRANCHISOR AND ITS FRANCHISEE WILL NOT APPLY UNLESS ITS JURISDICTIONAL REQUIREMENTS ARE MET INDEPENDENTLY WITHOUT REFERENCE TO THIS SECTION.
Source: Item 22 — CONTRACTS (FDD pages 73–74)
What This Means (2025 FDD)
According to the 2025 Face Foundrie Franchise Disclosure Document, the laws of the State of Minnesota govern the Franchise Agreement and the relationship between Face Foundrie and the franchisee. However, there are exceptions to this rule.
Specifically, the clause specifying Minnesota law does not apply to the extent governed by the United States Trademark Act of 1946 (Lanham Act) or other United States federal law. Additionally, if North Dakota law regulates the sale of franchises or governs the franchisor-franchisee relationship, North Dakota law will take precedence, but only if its jurisdictional requirements are met independently without relying on the agreement's section.
For prospective Face Foundrie franchisees, this means that while Minnesota law generally applies, federal trademark law and franchise laws in states like North Dakota could supersede it under certain conditions. Franchisees should be aware of these potential conflicts and consult with legal counsel to understand their rights and obligations fully, especially if they operate in a state other than Minnesota.