Which state's Disclosure Act governs the interpretation and construction of the Focus Cfo Franchise Agreement?
Focus_Cfo Franchise · 2025 FDDAnswer from 2025 FDD Document
17. 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.
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 is generally governed and construed in accordance with the laws of Ohio, except to the extent that it is governed by the U.S. Trademark Act of 1946 or other federal law. This is without reference to Ohio's conflict of laws principles. The Federal Arbitration Act governs all matters subject to arbitration. References to any law also refer 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.
However, this general rule may not apply if the franchisee is a resident of Maryland or locates their franchise in Maryland. In that case, the franchisee may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law, regardless of the choice of law provision in the standard agreement. Similarly, for franchisees in North Dakota, the agreement is governed by and construed in accordance with the laws of North Dakota, without reference to its conflict of laws principles.
It is important for prospective franchisees to understand that the governing law can significantly impact their rights and obligations under the Franchise Agreement. Franchisees should carefully review the choice of law provision and any state-specific addenda to determine which state's laws will govern their franchise relationship. They should also consult with an attorney to understand the implications of the governing law provision and how it may affect their ability to resolve disputes with Focus Cfo.