Where is the venue for proceedings related to 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 Learningrx's 2025 Franchise Disclosure Document, the exclusive venue for disputes between the Area Developer (which includes its officers, directors, managers, or partners) and Learningrx (which includes its officers, directors, or sales employees) will be in the state and federal courts of Denver, Colorado, or the Denver, Colorado office of the AAA (American Arbitration Association). This applies to any legal proceeding involving these parties. Both parties also agree to waive any objections to the personal jurisdiction or venue in these courts or the AAA office.
This means that if a Learningrx franchisee (operating as an Area Developer) has a dispute with Learningrx that ends up in court, the case will be heard in Denver, Colorado, regardless of where the franchisee's Learningrx center is located. This could involve additional travel expenses and the inconvenience of dealing with a legal matter far from home. The franchisee also gives up the right to argue that Denver is not the appropriate location for the case.
Furthermore, both Learningrx and the franchisee waive their rights to a trial by jury, meaning that a judge will decide the outcome of the case. However, this clause does not prevent either party from seeking injunctive relief (a court order to stop someone from doing something) and associated damages from a court with the appropriate jurisdiction. Franchise agreements often contain clauses specifying the venue for dispute resolution, and Denver, Colorado is where Learningrx has specified for its venue.