Which state's laws govern the Learningrx Development 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 Development Agreement is generally governed by the laws of Colorado. Specifically, the FDD states that the Development Agreement will be interpreted under Colorado law, except to the extent governed by the United States Trademark Act, the Federal Arbitration Act, or other federal law. Colorado law will prevail in the event of any conflict of laws.
Furthermore, Learningrx and the Area Developer have agreed that the exclusive venue for disputes will be in the state and federal courts of Denver, Colorado, or the Denver, Colorado office of the AAA. Both parties waive any objection to the personal jurisdiction or venue in those courts. They also waive their rights to a trial by jury.
It's important to note that this governing law and venue selection may be subject to certain state-specific franchise laws. For example, the FDD includes addenda for states like Rhode Island, which stipulate that provisions in the franchise agreement restricting jurisdiction or venue to a forum outside of Rhode Island or requiring the application of the laws of another state are void with respect to a claim otherwise enforceable under the Rhode Island Franchise Investment Act. Therefore, a franchisee's rights may be protected by their local state laws, regardless of the agreement's stated governing law.