Where will all arbitration proceedings be conducted for Mrcool disputes?
Mrcool Franchise · 2025 FDDAnswer from 2025 FDD Document
(a) Arbitration – Except, at our option, as to any claims or disputes related to or concerning a breach of this Agreement by you that may entitle us to the award of injunctive relief, you agree that any and all disputes, controversies, and claims, arising from and/or related to this Agreement, shall be submitted to the American Arbitration Association ("AAA") for binding arbitration. Arbitration shall be conducted by one arbitrator in accordance with the AAA's then current rules for commercial disputes, except as may be otherwise required in this Agreement. All arbitration proceedings shall be conducted in Graves County, Kentucky or, if suitable AAA facilities are not available in Graves County, Kentucky then at a suitable AAA location selected by the arbitrator that is located closest to Graves County, Kentucky.
Source: Item 23 — RECEIPTS (FDD pages 55–263)
What This Means (2025 FDD)
According to Mrcool's 2025 Franchise Disclosure Document, arbitration proceedings will be conducted in Graves County, Kentucky. If suitable facilities are unavailable there, the proceedings will occur at the closest suitable American Arbitration Association (AAA) location. This applies to any disputes related to the franchise agreement, except for claims where Mrcool seeks injunctive relief for a franchisee's breach of contract, which Mrcool can pursue through other legal avenues at their discretion.
This location is significant for prospective franchisees as it dictates where they must travel and potentially incur expenses to resolve disputes with Mrcool. The FDD specifies that arbitration will follow the AAA's commercial dispute rules, with a single arbitrator rendering written findings of fact and conclusions of law. The arbitrator can award various forms of relief, including monetary damages, interest, specific performance, injunctive relief, and attorney's fees, but cannot declare Mrcool's licensed marks generic or invalid.
It is important to note that the Federal Arbitration Act governs arbitration matters, and any judgment upon the arbitrator's award can be entered in any court of competent jurisdiction. Franchisees in certain states, such as Washington and Illinois, should also be aware of specific state law amendments that may affect arbitration proceedings. For instance, Washington requires the arbitration site to be in Washington or a mutually agreed-upon location, while Illinois law states that a Franchise Agreement may provide for arbitration in a venue outside Illinois.
For franchisees in Illinois, it's important to note that while the agreement can stipulate arbitration outside of Illinois, any clause designating jurisdiction or venue outside the state is void. This means that while arbitration can occur elsewhere, the governing law remains Illinois law. Similarly, franchisees in Rhode Island should be aware that any provision restricting jurisdiction or venue to a forum outside of Rhode Island is void with respect to claims enforceable under the Rhode Island Franchise Investment Act.