In which state do the parties expressly consent to personal jurisdiction for the Learningrx agreement?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
amages by reason of the wrongful issuance of any such injunction are hereby expressly waived by Franchisee and by Franchisee Affiliate.
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- Franchisee Affiliate agrees to pay all expenses (including court costs and reasonable attorneys' fees) incurred by Franchisor and Franchisee in enforcing this Agreement.
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- Any failure by Franchisor to object to or take action with respect to any breach of this Agreement by Franchisee Affiliate shall not operate or be construed as a waiver of or consent to that breach or any subsequent breach by Franchisee Affiliate.
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- THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO. FRANCHISEE 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. FRANCHISEE AFFILIATE HEREBY WAIVES ALL QUESTIONS OF PERSONAL JURISDICTION OR VENUE FOR THE PURPOSE OF CARRYING OUT THIS PROVISION. FRANCHISEE 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. FRANCHISEE 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.
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Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, the franchise agreement specifies that it is governed by Colorado law. Furthermore, both the Franchisee Affiliate and the Spousal Affiliate expressly submit to the jurisdiction of Colorado state courts, specifically the state courts of El Paso County, and the U.S. District Court for the District of Colorado. They also waive any objections to personal jurisdiction or venue for the purpose of carrying out this provision. This means that Learningrx franchisees and their spouses or affiliates consent to being sued in Colorado, and waive their right to argue that Colorado is not the proper venue. Franchisee Affiliate and Spousal Affiliate also agree that service of process may be made upon them in any proceeding relating to or arising under the agreement by any means allowed by Colorado or Federal law. Franchisee 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.
This clause is significant because it dictates where legal disputes related to the franchise agreement will be heard. By agreeing to Colorado jurisdiction, franchisees may face the inconvenience and expense of traveling to Colorado for legal proceedings. This could potentially disadvantage franchisees who live outside of Colorado due to increased travel costs and the need to hire local counsel.
It is common for franchise agreements to specify a particular state's law and jurisdiction, often the state where the franchisor's headquarters are located. Franchisees should carefully consider this clause and understand the implications of consenting to jurisdiction in a specific state. They may want to consult with an attorney to assess the fairness and enforceability of this provision, especially if they reside far from Colorado.