In the event of conflict of laws, which laws govern the Learningrx agreement?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
16.2 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.
WASHINGTON FRANCHISE DISCLOSURE DOCUMENT, FRANCHISE AGREEMENT, AND AREA DEVELOPER AGREEMENT ADDENDUM
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.
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 Colorado state law. Any disputes will be governed by Colorado's substantive laws, which will take precedence if there are conflicts of law.
This means that if a Learningrx franchisee has a legal dispute with the company, the laws of Colorado will generally apply. This is significant because franchise laws vary from state to state, and Colorado law will dictate how the agreement is interpreted and enforced.
However, there are exceptions. The United States Trademark Act of 1946 (Lanham Act), the Federal Arbitration Act, and other federal laws take precedence over Colorado law. Also, the Washington Franchise Investment Protection Act will prevail in the event of a conflict of laws in Washington. Therefore, franchisees need to be aware of both Colorado and federal laws, as well as state-specific addenda, to fully understand their rights and obligations under the franchise agreement.