In which state should the Fly Fitness agreement be substantially performed?
Fly_Fitness Franchise · 2024 FDDAnswer from 2024 FDD Document
xcept for the attorneys' fees incurred by either party), shall be borne by the parties equally. Franchisor may specifically enforce Franchisor's rights to mediation, as set forth herein.
- 20.3. Governing Law and Venue. This Agreement is made in and shall be substantially performed in the State of Nebraska. Any claims, controversies, disputes, or actions arising out of this Agreement shall be governed, enforced, and interpreted pursuant to the laws of the State of Nebraska. Franchisee and its Principal(s), except where specifically prohibited by law, hereby irrevocably submit themselves to the sole and exclusive jurisdiction of the state and federal courts in Nebraska. Franchisee and its Principal(s), hereby waive all questions of personal jurisdiction for the purpose of carrying out this provision.
- 20.4. Mutual benefit.
Source: Item 23 — RECEIPT (FDD pages 45–182)
What This Means (2024 FDD)
According to Fly Fitness's 2024 Franchise Disclosure Document, the agreement is made in and shall be substantially performed in the State of Nebraska. Furthermore, any claims, controversies, disputes, or actions arising out of this agreement will be governed, enforced, and interpreted pursuant to the laws of Nebraska.
This means that Nebraska law will dictate how the agreement is interpreted and enforced. If a Fly Fitness franchisee has a dispute with the franchisor, the legal proceedings will likely take place in Nebraska, in either the state or federal courts located there. The franchisee and their principals also irrevocably submit to the sole and exclusive jurisdiction of these courts, waiving any questions of personal jurisdiction, unless specifically prohibited by law.
The FDD states that both Fly Fitness and the franchisee acknowledge that agreeing on Nebraska law and venue provides a mutual benefit. This benefit is the uniform interpretation of the agreement and any disputes that may arise. This clause aims to provide predictability and consistency in legal matters related to the franchise agreement.
For a prospective Fly Fitness franchisee, this means they should become familiar with Nebraska's laws, especially those related to business and franchising. They may also incur travel costs and other expenses if they need to engage in legal proceedings in Nebraska. It is important to consider these factors when evaluating the franchise opportunity.