In the event of a conflict of laws, which law prevails for Ledgers franchises?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
only to those persons residing or operating a Ledgers Franchised Business in the following states: Michigan, California, Illinois, Indiana, Maryland, Minnesota, New York, Rhode Island, Virginia, or Wisconsin.
CALIFORNIA
As to franchises governed by the California Franchise Investment Law, if any of the terms of the Disclosure Document are inconsistent with the terms below, the terms below control.
California Business and Professions Code Sections 20000 through 20043 provide rights to you concerning termination, transfer or non-renewal of a franchise. If the Franchise Agreement or Agreement contains provisions that are inconsistent with the law, the law will control.
The Franchise Agreement provide for termination upon bankruptcy. This provision may not be enforceable under Federal Bankruptcy Law (11 U.S.C.A. Sec. 101 et seq.).
The Franchise Agreement contain covenants not to compete which extend beyond the termination of the agreements. These provisions may not be enforceable under California law.
Section 31125 of the California Corporation Code requires the franchisor to provide you with a disclosure document before asking you to agree to a material modification of an existing franchise.
Neither the franchisor, any person or franchise broker in Item 2 of the Disclosure Document is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities Exchange Act of 1934, 15 U.S.C.A. 79a et seq., suspending or expelling such persons from membership in such association or exchange.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to the 2025 Ledgers Franchise Disclosure Document, the franchise agreement requires application of the laws of Virginia. However, this provision may not be enforceable under California law.
For franchisees in California, certain protections are in place. Specifically, if any terms in the Disclosure Document are inconsistent with California law regarding franchise investments (California Business and Professions Code Sections 20000 through 20043), the California law will take precedence. This applies to rights concerning termination, transfer, or non-renewal of the franchise. Additionally, any covenants not to compete that extend beyond the termination of the agreements may not be enforceable under California law.
For franchisees in North Dakota, North Dakota law will govern the franchise agreement. The provisions concerning choice of law and jurisdiction and venue are deleted and replaced with language stating that any claim against Ledgers must be brought solely in arbitration before the American Arbitration Association.