Under the Ledgers Franchise Agreement, where must the agreement be accepted to be effective?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
9.6. Governing Law
This Agreement is effective upon its acceptance in Virginia by our authorized officer. Except as to Claims governed by federal law, Virginia law governs all Claims that in any way relate to or arise out of this Agreement or any of the dealings of the Parties. However, no laws regulating the sale of franchises or governing the relationship between franchisor and franchisee will apply unless the jurisdictional requirements of such laws are met independently of this paragraph.
9.7. Jurisdiction and Venue
Except as to matters which are subject to arbitration, venue and jurisdiction for any Claims will be proper solely in the state and federal court nearest to our headquarters, presently located in Virginia Beach, Virginia.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to the 2025 Ledgers Franchise Disclosure Document, the Franchise Agreement becomes effective once it is accepted in Virginia by an authorized officer of Ledgers. This means that the agreement is not binding until Ledgers formally approves it at their headquarters.
This clause is important for prospective franchisees because it clarifies when the agreement officially takes effect. Until Ledgers accepts the agreement in Virginia, the franchisee is not bound by its terms, and Ledgers is not obligated to grant the franchise. This provides a window of time, however brief, where either party could potentially reconsider before final commitment.
Furthermore, the Ledgers FDD states that Virginia law governs all claims related to the Franchise Agreement, except for claims governed by federal law or laws regulating the sale of franchises or the relationship between franchisor and franchisee if the jurisdictional requirements of such laws are met independently. Additionally, the venue and jurisdiction for any claims, except those subject to arbitration, will be in the state and federal court nearest to Ledgers' headquarters, which is presently located in Virginia Beach, Virginia. This means that any legal disputes would likely be resolved in Virginia, which may be a consideration for franchisees located in other states.