Besides federal law, what state law governs the Floyds 99 agreement?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding the foregoing, if the laws of the state where the Associate resides prohibit the aforesaid designation of jurisdiction and venue, then such other state's laws shall control.
ADDENDUM TO THE FLOYD'S 99 FRANCHISING, LLC FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF INDIANA
Indiana law prohibits us from establishing a company-owned Shop within a reasonable area of your Franchised Location which would compete unfairly with you.
In Items 17.c. and 17.m., any releases you sign will not apply to any claims that may arise under the Indiana Franchise Disclosure Law and the Indiana Deceptive Practices Act.
Item 17.r. may not be enforceable under the Indiana Deceptive Practices Act.
Item 17.w. Indiana franchise laws apply even though Colorado law applies generally.
ADDENDUM TO THE FLOYD'S 99 FRANCHISING, LLC DISCLOSURE DOCUMENT FOR THE STATE OF RHODE ISLAND
- The following paragraph is added at the end of Item 17:
Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act."
ADDENDUM TO THE FLOYD'S 99 FRANCHISING, LLC DISCLOSURE DOCUMENT FOR THE STATE OF NORTH DAKOTA
To the extent the North Dakota Franchise Investment Law, N.D. Cent. Code, §§51-19-01 – 51-19- 17 applies, the terms of this Addendum apply.
Item 17, Additional Disclosures. The following statements are added to Item 17:
Any provision requiring franchisees to consent to the jurisdiction of courts outside North Dakota or to consent to the application of laws of a state other than North Dakota may be unenforceable under North Dakota law. Any mediation or arbitration will be held at a site agreeable to all parties. If the laws of a state other than North Dakota govern, to the extent that such law conflicts with North Dakota law, North Dakota law will control.
Source: Item 23 — RECEIPT (FDD pages 58–229)
What This Means (2025 FDD)
According to the 2025 Floyds 99 Franchise Disclosure Document, the franchise agreement is generally governed by Colorado law. However, this is subject to certain exceptions. The standard agreement specifies that both parties consent to the jurisdiction and venue of Colorado's state and federal courts. Despite this, if the franchisee resides in a state where such a designation of jurisdiction and venue is prohibited, then the laws of the franchisee's state will take precedence.
Several state-specific addenda included in the FDD modify this general rule. For instance, the addendum for Indiana states that Indiana franchise laws apply despite the general application of Colorado law. Similarly, the North Dakota addendum indicates that provisions requiring franchisees to consent to out-of-state jurisdiction or laws may be unenforceable, and North Dakota law will control if there are conflicts. The Rhode Island addendum explicitly voids any franchise agreement provision that restricts jurisdiction or venue to a forum outside of Rhode Island or requires the application of another state's laws regarding claims enforceable under the Rhode Island Franchise Investment Act.
These stipulations mean that while Floyds 99 aims for uniformity through the application of Colorado law, franchisees need to be aware of their own state's franchise laws, which may override certain provisions of the agreement. Prospective franchisees should carefully review the state addendum (Exhibit J) applicable to their state to understand which specific protections and regulations apply to them. This ensures that franchisees are not unknowingly waiving rights or agreeing to terms that are unenforceable in their state.