Does the Focus Cfo franchise agreement specify which state's laws govern the interpretation of the agreement?
Focus_Cfo Franchise · 2025 FDDAnswer from 2025 FDD Document
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- DISPUTE RESOLUTION
17.1. Choice of Law. Except to the extent this Agreement or any particular provision is governed by the U.S. Trademark Act of 1946 or other federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio (without reference to its conflict of laws principles). The Federal Arbitration Act shall govern all matters subject to arbitration. References to any law refers also to any
- successor laws and to any published regulations for such law as in effect at the relevant time.
References to a governmental agency also refer to any regulatory body that succeeds the function of such agency.
- Governing Law. Section 18.1 of the Franchise Agreement is deleted in its entirety and replaced with the following:
Except to the extent this Agreement or any particular provision is governed by the U.S. Trademark Act of 1946 or other federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota (without reference to its conflict of laws principles). The Federal Arbitration Act shall govern all matters subject to arbitration. References to any law refers also to any successor laws and to any published
regulations for such laws as in effect at the relevant time. References to a governmental agency also refer to any regulatory body that succeeds the function of such agency.
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- Governing Law.
Section 17.1 of the Franchise Agreement is amended to provide that you may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.
Source: Item 23 — Receipts (FDD pages 37–126)
What This Means (2025 FDD)
According to the 2025 Focus Cfo Franchise Disclosure Document, the franchise agreement specifies which state's laws govern the interpretation of the agreement. For most franchisees, Section 17.1 of the agreement states that Ohio law governs the agreement, without regard to its conflict of laws principles, except to the extent that the U.S. Trademark Act of 1946 or other federal law governs the agreement. The Federal Arbitration Act governs all matters subject to arbitration.
However, the FDD also includes addenda that modify the standard franchise agreement for franchisees in certain states. For example, for Focus Cfo franchisees in North Dakota, Section 18.1 of the franchise agreement is replaced to state that North Dakota law governs the agreement, without reference to its conflict of laws principles, except to the extent that the U.S. Trademark Act of 1946 or other federal law governs the agreement. The Federal Arbitration Act governs all matters subject to arbitration.
Similarly, for Focus Cfo franchisees in Maryland, Section 17.1 of the franchise agreement is amended to provide that franchisees may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law. However, the standard Section 17.1, specifying Ohio law, still applies to aspects of the agreement not covered by Maryland law. This ensures that Focus Cfo franchisees are subject to the laws of their state regarding franchise registration and disclosure while maintaining a consistent legal framework for other aspects of the franchise agreement.