Are there any exceptions to the choice of law provision in the Focus Cfo Franchise Agreement?
Focus_Cfo Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Franchise Agreement | Summary |
|---|---|---|
| compliance with Attachment E to the Franchise Agreement. | ||
| r. Non-competition covenants during and after the franchise is terminated or expires | Section 13.2, 13.3 | During the term of the Franchise Agreement and for two years after the termination or expiration of the Franchise Agreement, you will not solicit other Franchisees to join you in another business and you will not directly or indirectly work for a Focus CFO client or prospective client. For a period of two (2) years after expiration or early termination of the Franchise Agreement or any successor Franchise Agreement, unless authorized in writing by Focus CFO, you may not (i) advertise, promote, offer to provide or provide services which are competitive to Focus CFO's business on behalf of any third party within the assigned territory; or (ii) advertise, promote, offer to provide or provide services to any Focus CFO client that you have previously served regardless of location. |
| s. Modification of the agreement | Section 16 | Except for the Attachments, no amendment or modification of the Franchise Agreement shall be valid unless such amendment or modification is expressed in a written instrument duly executed by the parties. |
| t. Integration/merger clause | Section 16 | Only the terms of the Franchise Agreement and other related written agreements are binding (subject to applicable state law). Any representations or promises outside of the disclosure document and franchise agreement may not be enforceable. |
| u. Dispute resolution by arbitration or mediation | Section 17 | Except for claims relating to the Focus CFO Marks, confidential information, trade secrets, and covenants not to compete, and subject to state law, all disputes must be arbitrated in Franklin County, Ohio. |
| v. Choice of forum | Section 17 | Litigation must be in Franklin County, Ohio (subject to applicable state law). |
| w. Choice of law | Section 17 | Ohio law applies (subject to applicable state law). |
Source: Item 17 — Renewal, Termination, Transfer, and Dispute Resolution (FDD pages 27–32)
What This Means (2025 FDD)
According to the 2025 Focus Cfo Franchise Disclosure Document, the Franchise Agreement stipulates that Ohio law governs the agreement. However, this is "subject to applicable state law." This means that while Focus Cfo intends for Ohio law to apply, there might be instances where the laws of the state in which the franchisee operates take precedence.
This is a fairly standard clause in franchise agreements. The inclusion of "subject to applicable state law" acknowledges that certain aspects of the franchise relationship may be governed by state-specific franchise laws, business opportunity laws, or other regulations that cannot be overridden by a contractual choice of law provision. These state laws often aim to protect franchisees and ensure fair practices within the franchise system.
For a prospective Focus Cfo franchisee, this means understanding both Ohio law and the franchise-related laws in their own state. While Ohio law provides the general framework for the agreement, certain provisions might be interpreted or enforced differently based on the franchisee's location. It would be prudent to consult with a legal professional familiar with franchise law in both Ohio and the franchisee's state to fully understand their rights and obligations.