What state's law governs the Jersey Mikes Franchise Agreement?
Jersey_Mikes Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Franchise Agreement | Summary |
|---|---|---|
| p. Your death or disability | Section 20 | Your heirs, beneficiaries, devisees or legal representative can apply to Company to continue operation of the Franchised Restaurant or sell or otherwise transfer interest in the Franchised Restaurant following death or incapacity of any person owning 50% or more interest in Franchisee. If they fail t o meet th ese conditions, the Franch ise Agreement will terminate and Company will have the option to buy the Franchised Restaurant. |
| q. Non-competition covenants during the term of the franchise | Section 16.3 | You must not divert or attempt to divert any business or customer to a competitor, or perform any act which may harm the goodwill associated with the marks and the System; or own or otherwise have any interest in any business (including a business you currently operate) specializing in the sa le of submarine-type sandwiches or prepared food products the same as or similar to any product or service provided through the System. |
| r. Non-competition covenants after the franchise is terminated or expires | Section 16.4 | You must not own, maintain, engage in, consult with or have any interest in any business specializing in the sale of submarine-type sandwiches or prepared food products the same as or similar to any other product or service provided through the System for 2 years after the Franchise Agreement is terminated within the Metropolitan Statistical Area, as defined by the United States Census Bureau, in which the Franchised Restaurant is located or within a 10-mile radius of the Franchised Restaurant or within a 10-mile radius of any other business using the System. |
| s. Modification of the agreement | Sections 9, 22 and 25 | The Franchise Agreement can be modified only by written agreement between Company and you. Company can modify or change the Systemthrough changes in the Confidential Operations Manual. |
| t. Integration/merger clause | Sections 25 | Only the terms of t he Franchise Agreement and other related agreements are binding. No other representations or promises will be binding. Nothing in the Franchise Agreement or any other related written agreement is intended to disclaim representations made in the franchise disclosure document (subject to state law). |
| u. Dispute resolution by arbitration or mediation | Section 27 | All disputes subject first to mediation and, if not resolved through mediation, submitted to binding arbitration. Both mediation and arbitration will be conducted in Monmouth County, New Jersey (See state specific addenda) |
| v. Choice of forum | Section 27.2 | Any arbitration or permitted legal action will be brought in the appropriate state or federal court in New Jersey. (See state specific addenda) |
| w. Choice of law | Section 27.1 | New Jersey law applies (subject to state law), except that disputes regarding the marks will be governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sec. 1051 et seq.), and the New Jersey Franchise Practices Act (N.J. Stat. Ann. Sec. 56:10-1 et seq.) only will apply if the Restaurant is located in New Jersey. (See state specific addenda) |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 57–64)
What This Means (2025 FDD)
According to Jersey Mikes's 2025 Franchise Disclosure Document, the Franchise Agreement is governed by New Jersey law. However, there are exceptions to this rule. Disputes concerning Jersey Mikes's trademarks will be subject to the United States Trademark Act of 1946 (Lanham Act). Furthermore, the New Jersey Franchise Practices Act will only be applicable if the Jersey Mikes restaurant is located within New Jersey. It is important to note that these conditions are subject to state-specific addenda, which may provide further clarification or modifications.
This means that while New Jersey law generally applies to the Franchise Agreement, federal law takes precedence in trademark disputes. Additionally, franchisees operating Jersey Mikes restaurants outside of New Jersey will not be covered by the New Jersey Franchise Practices Act, potentially impacting their rights and protections under the agreement. Franchisees should carefully review the state-specific addenda to understand how these choice of law provisions may affect them based on their location.
Choice of law provisions are standard in franchise agreements, as they provide clarity and predictability regarding the legal framework governing the relationship between the franchisor and franchisee. However, franchisees should be aware of any exceptions or limitations to the general choice of law provision, such as those outlined in the Jersey Mikes Franchise Agreement, as these can have significant implications for their legal rights and obligations.