To which courts does the Learningrx Spousal Affiliate irrevocably submit for jurisdiction regarding the Spousal Affiliate Agreement?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.
SPOUSAL AFFILIATE HEREBY IRREVOCABLY SUBMITS HIMSELF TO THE JURISDICTION OF THE STATE COURTS OF EL PASO COUNTY, COLORADO OR THE U.
S.
DISTRICT COURT FOR THE DISTRICT OF COLORADO.
SPOUSAL AFFILIATE HEREBY WAIVES ALL QUESTIONS OF PERSONAL JURISDICTION OR VENUE FOR THE PURPOSE OF CARRYING OUT THIS PROVISION.
SPOUSAL AFFILIATE HEREBY AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON HIM IN ANY PROCEEDING RELATING TO OR ARISING UNDER THIS AGREEMENT OR THE RELATIONSHIP CREATED BY THIS AGREEMENT BY ANY MEANS ALLOWED BY COLORADO OR FEDERAL LAW.
SPOUSAL AFFILIATE FURTHER AGREES THAT VENUE FOR ANY PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BE IN EITHER EL PASO OR DENVER COUNTY, COLORADO; PROVIDED, HOWEVER, WITH RESPECT TO ANY ACTION THAT INCLUDES INJUNCTIVE RELIEF OR OTHER EXTRAORDINARY RELIEF, FRANCHISOR OR FRANCHISEE MAY BRING SUCH ACTION IN ANY COURT IN ANY STATE THAT HAS JURISDICTION.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, the Spousal Affiliate irrevocably submits to the jurisdiction of the state courts of El Paso County, Colorado, or the U.S. District Court for the District of Colorado. This means that any legal proceedings related to the Spousal Affiliate Agreement can be heard in either of these courts. The Spousal Affiliate also waives any objections to personal jurisdiction or venue, ensuring that these courts are the appropriate forum for resolving disputes.
This submission to jurisdiction is further reinforced by the agreement that service of process can be made through any means allowed by Colorado or federal law. Additionally, the venue for any legal proceedings must be in either El Paso or Denver County, Colorado. However, there is an exception: for actions involving injunctive or other extraordinary relief, Learningrx or the franchisee can bring the action in any court in any state that has jurisdiction.
For a prospective Learningrx franchisee, this clause in the Spousal Affiliate Agreement is significant. It clarifies where legal disputes involving the agreement will be resolved, which is primarily in Colorado courts. The exception for injunctive relief provides Learningrx with the flexibility to seek immediate legal remedies in other jurisdictions if necessary, which can be crucial in protecting the brand and system. The franchisee should ensure their spouse or affiliate understands these jurisdictional requirements, as it could impact where they may need to defend against legal claims.
This type of clause is fairly standard in franchise agreements, as it establishes clear rules for legal proceedings and helps to avoid disputes over jurisdiction and venue. Franchisees should carefully review these clauses with legal counsel to fully understand their implications and potential obligations.