What state's laws govern the Moes Southwest Grill franchise agreement?
Moes_Southwest_Grill Franchise · 2025 FDDAnswer from 2025 FDD Document
Governing Law.
This Guaranty is to be construed under and governed by the law of the State of Georgia without regard to Georgia, or any other, choice of law or conflicts of law principles.
If any provision of this Guaranty would not be enforceable under the laws of Georgia, and if the business franchised under the Franchise Agreement is located outside of Georgia and the provision would be enforceable under the laws of the state in which the franchised business is located, then that provision, and only that provision, will be interpreted and construed under the laws of that state.
Nothing in this Guaranty is intended to invoke the application of any franchise, business opportunity, antitrust, "implied covenant," unfair competition, fiduciary, or other doctrine of law of Georgia or any other state.
Source: Item 22 — Contracts (FDD page 92)
What This Means (2025 FDD)
According to the 2025 Moe's Southwest Grill Franchise Disclosure Document, the Guaranty is to be construed under and governed by the law of the State of Georgia without regard to Georgia, or any other, choice of law or conflicts of law principles. However, there are some exceptions to this rule.
If any provision of the Guaranty would not be enforceable under the laws of Georgia, and if the business franchised under the Franchise Agreement is located outside of Georgia and the provision would be enforceable under the laws of the state in which the franchised business is located, then that provision, and only that provision, will be interpreted and construed under the laws of that state.
Notably, the FDD includes addenda for several states (California, Indiana, Maryland, North Dakota, Rhode Island, and Virginia) that modify the standard agreement to comply with local laws. For example, the Indiana addendum states that the laws of Indiana supersede any provisions of the Franchise Agreement and any other agreements, or Georgia law, if these provisions are in conflict with Indiana law. Similarly, the California addendum indicates that provisions in the Franchise Agreement requiring application of the laws of Georgia may not be enforceable under California law. These addenda highlight that while Georgia law generally governs the agreement, local franchise laws can take precedence to protect franchisees.