What United States Acts might govern the Face Foundrie Area Developer Agreement?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
er that they have placed, and will place, no reliance on any such discussions or writings. In accordance with the foregoing, it is understood and acknowledged that this Agreement, the attachments hereto, and the documents referred to herein constitute the entire Agreement between Franchisor and Area Developer concerning the subject matter hereof, and supersede any prior agreements, no other representations having induced Area Developer to execute this Agreement. Except for those permitted to be made unilaterally by Franchisor hereunder, no amendment, change, or variance from this Agreement shall be binding on either party unless mutually agreed to by the parties and executed by their authorized officers or agents in writing. Nothing in this Section 15 is intended to disclaim any of the information contained in Franchisor's Franchise Disclosure Document or its attachments or exhibits.
16. APPLICABLE LAW AND DISPUTE RESOLUTION
- 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.
- 16.2 Injunctive Relief and Attorneys' Fees. Franchisor and Area Developer will each be entitled to the entry of temporary restraining orders and temporary and permanent injunctions to: (i) enforce Area Developer and Franchisor's ability to terminate this Agreement for the causes set forth in Section 16 of this Agreement; and (ii) prevent or remedy a breach of this Agreement if that breach could materially impair the goodwill associated with Area Developer or Franchisor's business, including but not limited to, the enforcement of obligations upon termination of this Agreement and the enforcement of the non-compete provisions of this Agreement. Franchisor and Area Developer will also be entitled to the entry of temporary restraining orders and temporary and permanent injunctions enforcing these provisions. If Franchisor is successful in obtaining an injunction, or any other judicial relief or order from an arbitrator against Area Developer, or in successfully defending any claim Area Developer has brought against Franchisor, Area Developer will pay Franchisor an amount equal to all of Franchisor's costs of prosecuting and defending the action, including reasonable attorneys' fees, costs of investigation, court and arbitration costs, and other litigation or arbitration expenses.
Franchisor and Area Developer's respective rights to obtain injunctive or other equitable relief is in addition to any other right Franchisor or Area Developer may have under this Agreement. It will in no way limit or prohibit Franchisor from obtaining money damages from Area Developer if Area Developer breaches this Agreement.
- 16.3 Mediation.
Source: Item 23 — RECEIPTS (FDD pages 74–257)
What This Means (2025 FDD)
According to the 2025 Face Foundrie Franchise Disclosure Document, the Area Developer Agreement is subject to two United States Acts. Specifically, the agreement is governed by the United States Trademark Act of 1946, also known as the Lanham Act (15 U.S.C. § 1050 et seq.), as amended. Additionally, the agreement is governed by the United States Arbitration Act (9 U.S.C. § 1 et seq.).
Beyond these federal laws, the agreement is generally governed by the laws of the State of Minnesota, without regard to its conflicts of laws provisions. However, this is conditional. If the Area Developer is not a resident of Minnesota and the Franchised Facial Bars are not located in Minnesota, the provisions of the Minnesota Franchise Act (Minnesota Statutes, Section 80C.01, et seq.) and its regulations are waived.
Furthermore, if the Minnesota Franchise Act would not typically apply, but there is a specific statute in the state where the franchised business is located that governs relationships between franchisees and franchisors, that particular state law will take precedence over the Minnesota Franchise Act. This ensures compliance with local regulations specific to franchise operations.
Face Foundrie also requires Area Developers to warrant that they are in compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, commonly known as the "USA Patriot Act."