factual

Which state's laws govern the Learningrx Franchisee Affiliate agreement?

Learningrx Franchise · 2025 FDD

Answer from 2025 FDD Document

    1. 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.

Source: Item 23 — RECEIPT (FDD pages 54–209)

What This Means (2025 FDD)

According to Learningrx's 2025 Franchise Disclosure Document, the Franchisee Affiliate agreement is governed by the laws of Colorado. Specifically, the agreement will be construed and enforced in accordance with Colorado law. Furthermore, the Franchisee Affiliate submits to the jurisdiction of the state courts of El Paso County, Colorado, or the U.S. District Court for the District of Colorado.

This means that any legal disputes arising from the Franchisee Affiliate agreement will be subject to Colorado law, regardless of where the franchisee is located. The franchisee also waives any objections to personal jurisdiction or venue, agreeing that legal proceedings can take place in El Paso or Denver County, Colorado. This could mean increased travel costs and the need to hire legal representation familiar with Colorado law if a dispute arises.

However, there is an exception: any action that includes injunctive relief or other extraordinary relief can be brought in any court in any state that has jurisdiction. This provides some flexibility, allowing Learningrx or the franchisee to seek immediate legal intervention in a location that is most convenient or appropriate for the specific situation. Franchisees in states like Rhode Island, Virginia, and Washington should also note the addenda included in the FDD that may modify or supersede certain portions of the agreement to comply with state-specific franchise laws.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.