In the event of any conflict of laws, which laws govern the Learningrx agreement?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
ties shall each select one arbitrator and the two selected arbitrators shall select a single arbitrator to hear the matter. The parties consent to the use of the services of Judicial Arbitration Group, Inc. or its successor or the American Arbitration Association to administer the arbitration. The arbitration shall be conducted in accordance with the then -current Commercial Arbitration Rules of the American Arbitration Association. The arbitrator will have the right to award any proper relief, including money damages (with interest on unpaid amounts from the date due), specific performance, injunctive relief and attorneys' fees and costs.
10.02. Governing Law/Consent to Venue and Jurisdiction. Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et seq.), the Federal Arbitration Act, or other federal law, this Agreement shall be interpreted under the laws of the state of Colorado and any dispute between the parties shall be governed by and determined in accordance with the substantive laws of the state of Colorado, which laws shall prevail in the event of any conflict of law. The Area Developer and the Franchisor have negotiated regarding a forum in which to resolve any disputes which may arise between them and have agreed to select a forum in order to promote stability in their relationship. Therefore, if a claim is asserted in any legal proceeding involving the Area Developer, its officers, directors, managers or partners (collectively, "Area Developer Affiliates") and the Franchisor, its officers, directors or sales employees (collectively, "Franchisor Affiliates") the parties agree that the exclusive venue for disputes between them shall be in the state and federal courts of Denver, Colorado or the Denver, Colorado office of the AAA and each party waives any objection they may have to the personal jurisdiction of or venue in the state and federal courts of Denver, Colorado or the Denver, Colorado office of the AAA. The Franchisor, the Franchisor Affiliates, the Area Developer and the Area Developer Affiliates each waive their rights to a trial by jury.
10.03. Injunctive Relief. Notwithstanding the above provision for arbitration, the Franchisor and the Area Developer will each have the right in a proper case to obtain injunctive relief and any damages incidental thereto from a court of competent jurisdiction.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, the franchise agreement, except where governed by federal law, is interpreted under the laws of Colorado. Specifically, any disputes are governed by and determined in accordance with the substantive laws of Colorado, which prevail in the event of any conflict of law. This applies to the Area Developer Agreement as well.
However, the FDD also includes addenda for specific states that may supersede certain portions of the franchise agreement to the extent required by valid applicable state law. For example, in Washington, the provisions of the Washington Franchise Investment Protection Act will prevail in the event of a conflict of laws. Similarly, in California, if the franchise agreement contains a provision inconsistent with California law, California law will control.
This means that while Colorado law generally governs the Learningrx franchise agreement, franchisees in certain states like Washington and California may find that specific state laws take precedence over conflicting terms in the agreement. Prospective franchisees should carefully review the multi-state addendum and consult with legal counsel to understand how these provisions may affect their rights and obligations in their specific state.