Is the choice of law for the Mr. Sandless Franchise Agreement subject to state law?
Mr_Sandless Franchise · 2025 FDDAnswer from 2025 FDD Document
| PROVISION | SECTION IN | SUMMARY | |
|---|---|---|---|
| FRANCHISE AGREEMENT | |||
| a. Length of the | 3.1 | 10 years | |
| franchise term | |||
| b. Renewal or extension of the term | 3.2 | If you have complied with the Franchise Agreement and certain conditions, you may enter into a successor franchise agreement for the franchise for 2 consecutive additional 5-year terms. | |
| c. Requirements for | 3.2 | You must be in compliance with the Franchise | |
| franchisee to renew or | Agreement; must have satisfied all monetary | ||
| extend | obligations owed to us and our affiliates; must be in | ||
| PROVISION | SECTION IN FRANCHISE AGREEMENT | SUMMARY | |
| t. Integration/merger clause | 25.1 | Only the terms of the Franchise Agreement are binding (subject to applicable federal and/or state law). Any representations or promises outside of the Franchise Disclosure Document and other agreements may not be enforceable. Nothing in the agreement or in any related agreement is intended to disclaim the representations made in the Franchise Disclosure Document. | |
| u. Dispute resolution by arbitration or mediation | 24.2, 24.3 | You must bring any dispute or claim to our President first for discussion before you may bring the dispute to a third party. At our option, all claims or disputes relating to the Franchise Agreement must be submitted first to mediation in Delaware County, Pennsylvania under the National Franchise Mediation Program (“NFMP”) in accordance with the NFMP’s mediation rules then in effect.(subject to state law) | |
| v. Choice of forum | 24.6 | Subject to state law, for any dispute not subject to or not resolved by mediation, the parties agree to litigate only in a court of general jurisdiction in Delaware County, Pennsylvania, or the United States District Court for the Eastern District of Pennsylvania. | |
| w. Choice of law | 24.1 | Agreement is governed by the laws of Pennsylvania. (subject to state law) |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 30–34)
What This Means (2025 FDD)
According to Mr. Sandless's 2025 Franchise Disclosure Document, the Franchise Agreement is governed by Pennsylvania law, but this is subject to state law. This means that while the agreement itself specifies that Pennsylvania law will generally apply, certain state laws may override this provision, especially concerning franchise-specific regulations. This is a fairly common practice in franchising, as many states have laws in place to protect franchisees.
For a prospective Mr. Sandless franchisee, this is an important consideration. It means that the laws of the state in which they operate their franchise could impact the interpretation and enforcement of the Franchise Agreement, regardless of what the agreement itself states. For example, certain states may have laws that invalidate specific clauses in franchise agreements, such as those related to non-compete agreements or dispute resolution.
Therefore, it is crucial for potential Mr. Sandless franchisees to understand the franchise laws in their specific state and how they might affect their rights and obligations under the Franchise Agreement. Consulting with a franchise attorney in their state is highly recommended to ensure they are fully aware of their legal position and any potential conflicts between the agreement and local laws. This due diligence can help avoid misunderstandings and disputes down the road.