Where will the state and federal court(s) be located that have exclusive jurisdiction for carrying out the provisions of the Learningrx agreement?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, the exclusive venue for resolving disputes between the Area Developer (including its officers, directors, managers, or partners) and Learningrx (including its officers, directors, or sales employees) will be in the state and federal courts of Denver, Colorado. Alternatively, disputes may be resolved in the Denver, Colorado office of the American Arbitration Association (AAA). This agreement is designed to promote stability in the relationship between Learningrx and its Area Developers. Both parties waive any objections to personal jurisdiction or venue in these courts or the AAA office. They also waive their rights to a trial by jury.
However, this clause is subject to certain limitations. The agreement is governed by Colorado law, except to the extent that the United States Trademark Act, the Federal Arbitration Act, or other federal law applies. Furthermore, Learningrx and the Area Developer retain the right to seek injunctive relief and related damages from a court of competent jurisdiction, even with the arbitration provision.
It's important to note that addenda to the agreement may modify these terms in certain states. For example, the Rhode Island addendum states that any provision restricting jurisdiction or venue to a forum outside of Rhode Island, or requiring the application of another state's laws, is void with respect to claims enforceable under the Rhode Island Franchise Investment Act. Similarly, the Washington addendum states that the provisions of the Washington Franchise Investment Protection Act will prevail in the event of a conflict of laws. Franchisees should carefully review any state-specific addenda to understand how these provisions may affect their rights and obligations.