What state's law governs the Marble Slab Creamery Franchise Agreement?
Marble_Slab_Creamery Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Franchise Agreement | Summary | |
|---|---|---|---|
| franchise is terminated or expires | competitive business for 2 years within 5 miles of the location of your Restaurant or any other Restaurant operated or intended to be operated under the Marks. | ||
| s. | Modification of the agreement | Section 20 | Except for changes we can make, no amendment without mutual written consent |
| t. | Integration/merger clause | Section 25 | Only terms of Franchise Agreement are binding (subject to state law). Any representations or promises outside of the disclosure document and franchise agreement may not be enforceable. |
| u. | Dispute resolution by arbitration or mediation | Section 21 | Subject to state law, except for certain claims, all disputes must be arbitrated in the county in which our headquarters are located (currently Los Angeles, California) |
| v. | Choice of forum | Section 21 | Subject to state law, arbitration in the county in which our headquarters is located (currently Los Angeles, California) |
| w. | Choice of law | Section 21 | California; if a provision is unenforceable under California law, then laws of the state in which the Restaurant is located apply to that provision. Any dispute between the parties must be brought or instituted within 1 year from the date of discovery of the conduct or event that is the basis of the legal action or proceeding. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 74–85)
What This Means (2025 FDD)
According to the 2025 Marble Slab Creamery Franchise Disclosure Document, the choice of law depends on the specific agreement in question. For the standard Franchise Agreement and the Management Agreement, California law governs the agreement. However, there is an exception: if a provision is unenforceable under California law, then the laws of the state in which the restaurant is located will apply to that specific provision. For the LLC Operating Agreement, Delaware law applies.
This means that the interpretation and enforcement of the Marble Slab Creamery agreements will primarily be based on California or Delaware law. However, franchisees should be aware that if a specific clause in the Franchise Agreement is unenforceable under California law, the laws of the state where their Marble Slab Creamery restaurant is located would then govern that particular clause.
For prospective franchisees, it is important to understand which state's laws govern each agreement they enter into with Marble Slab Creamery. Franchisees should consult with a legal professional to fully understand their rights and obligations under these agreements, and how the laws of California, Delaware, or their own state might impact their franchise.