Under what state's laws is the Jersey Mikes agreement interpreted and construed?
Jersey_Mikes Franchise · 2025 FDDAnswer from 2025 FDD Document
SEC. 56: 10-1 ET SEQ.).
THE P ARTIES ALSO ANTIC IPATE THAT THE PER FORMANCE OF CERTAIN OF DEVELOPER'S OBLIGATIONS ARISING UNDER THIS AGREEMENT, INCLUDING THE PAYMENT OF CERTAIN MONIES DUE FRANCHISOR, WILL OCCUR IN MONMOUTH COUNTY, NEW JERSEY.
THIS AG REEMENT AND THE RIGHTS OF THE PARTIES SHALL BE INTERPRETED AND CONSTRUED UNDER THE LAWS OF NEW JERSEY, WHICH LAWS SHALL PREVAIL IN THE EVENT OF ANY CONFLICT OF LAW.
IF, HOWEVER, ANY PROVISION OF THIS AGREEMENT WOULD NOT BE ENFORCEABLE UNDER THE LAW S OF NEW JERSEY, AND IF THE DEVELOPER'S DESIGNATED TERRITORY IS LOCATED OUTSIDE OF NEW JERSEY AND SUCH PROVISION WOULD BE ENFORCEABLE UNDER THE LAWS OF THE STATE IN WHICH THE DESIGNATED TERRITORY IS LOCATED, THEN SUCH PROVISION SHALL BE INTERPRETED AND CONSTRUED UNDER THE LAWS OF THAT STATE.
NOTHING IN THIS SECTION 17 IS INTENDED BY THE PARTIES TO SUBJECT THIS AGREEMENT TO ANY FRANCHISE OR SIMILAR LAW, RULE, OR REGULATION OF THE STATE OF NEW JERSEY TO WHICH IT WOULD NOT OTHERWISE BE SUBJECT.
Source: Item 22 — CONTRACTS (FDD page 77)
What This Means (2025 FDD)
According to Jersey Mike's 2025 Franchise Disclosure Document, the agreement and the rights of the parties are generally interpreted and construed under the laws of New Jersey. This means that New Jersey law will be used to resolve any disputes or interpret the terms of the agreement. The FDD specifies that these laws prevail in the event of any conflict of law. The parties also anticipate that the performance of certain obligations, including the payment of monies due to Jersey Mike's, will occur in Monmouth County, New Jersey.
However, there is an exception to this rule. If any provision of the agreement would not be enforceable under New Jersey law, and if the developer's designated territory is located outside of New Jersey, and the provision would be enforceable under the laws of the state where the designated territory is located, then the laws of that state will be used to interpret and construe that specific provision. This ensures that the agreement remains as enforceable as possible, taking into account the laws of the franchisee's location.
The FDD also clarifies that nothing in this section is intended to subject the agreement to any franchise or similar law, rule, or regulation of the State of New Jersey to which it would not otherwise be subject. This means that the clause is primarily concerned with the general interpretation of the contract, not with imposing additional regulatory burdens from New Jersey on out-of-state franchisees.