Under what condition will laws regulating the sale of franchises or governing the relationship between franchisor and franchisee apply to the Ledgers Franchise Agreement?

According to Ledgers's 2025 Franchise Disclosure Document, the franchise agreement is generally governed by Virginia law, as the agreement is effective upon acceptance in Virginia. However, laws regulating the sale of franchises or the relationship between franchisor and franchisee will apply only if the jurisdictional requirements of those laws are met independently of the agreement's governing law clause. This means that simply including a clause stating Virginia law governs does not automatically override franchise-specific laws in other states where the franchisee is located or operates.

For a prospective Ledgers franchisee, this is an important consideration. Even though the agreement specifies Virginia law, the franchisee may still have rights and protections under the franchise laws of their own state. This could include laws related to termination, renewal, transfer, or non-renewal of the franchise.

Ledgers franchisees should be aware of the specific franchise laws in their state and how they might interact with the terms of the franchise agreement. If there are inconsistencies between the agreement and state law, the state law may take precedence. It is advisable to seek legal counsel to understand the full extent of their rights and obligations under both the franchise agreement and applicable state laws.