What Indiana Code sections supersede the choice of law clauses in the Ledgers Franchise Agreement?

According to Ledgers' 2025 Franchise Disclosure Document, Indiana Code sections 23-2-2.5 and 23-2-2.7 supersede the choice of law clauses within the franchise agreement. This means that regardless of what the franchise agreement might state about which state's laws govern the agreement, these specific Indiana laws will take precedence. This is particularly relevant for franchise agreements executed and operating within Indiana.

For prospective Ledgers franchisees in Indiana, this is a beneficial provision. It ensures that certain protections and rights under Indiana law cannot be bypassed by a choice of law clause favoring another jurisdiction. These protections include the right to institute civil actions or arbitral proceedings in Indiana, safeguards against termination without good cause or refusal to renew in bad faith, and limitations on non-compete agreements.

Specifically, Indiana Code 23-2-2.7-1(9) limits non-competition provisions to the franchisee's granted territory and construes them according to Indiana law. Furthermore, Indiana Code section 23-2-2.7-1(10) prohibits requiring an exclusive legal forum outside of Indiana. The Indiana Secretary of State interprets this section to also prohibit contract provisions regarding liquidated damages, meaning such provisions in the Ledgers Franchise Agreement may not be enforceable in Indiana.

In summary, these Indiana Code sections provide a layer of protection for Ledgers franchisees operating within the state, ensuring that their rights and remedies under Indiana law are preserved and cannot be undermined by conflicting terms in the franchise agreement.