Does the Mrcool franchise agreement specify that the arbitrator's decision is final and binding?
Mrcool Franchise · 2025 FDDAnswer from 2025 FDD Document
supersedes any other term of any document executed in connection with the franchise.
-
- Each provision of this amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Hawaii Franchise Investment Law are met independently without reference to this amendment.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties have duly executed and delivered this Hawaii State amendment to the MRCOOL Franchising, LLC Franchise Agreement on the same date as the Franchise Agreement was executed.
| Franchisor: MRCOOL Franchising, LLC | Franchisee: | |
|---|---|---|
| Signature | Signature | |
| Name and Title (please print) | Name (please print) | |
| Dated | Dated |
ILLINOIS FRANCHISE AND DEVELOPMENT AGREEMENT AMENDMENT
Amendments to the MRCOOL Franchise Agreement
In recognition of the requirements of the Illinois Franchise Disclosure Act, 815 ILCS 705/1 to 705/45, and Ill. Admin. Code tit. 15, §200.100 et seq., the undersigned agree to the following modifications to the MRCOOL Franchising, LLC Franchise Agreement (the "Franchise Agreement") and, if Franchisor and Franchisee both sign the MRCOOL Franchising, LLC Multi-Unit Development Agreement (the "Development Agreement"), as follows:
- Article 18.F. of the Franchise Agreement, and if Franchisee executes a Development Agreement, Section 7.5 of the Development Agreement, under the heading "Governing Law", shall be amended by the addition of the following statement added after the end of the last sentence of Article 18.F. of the Franchise Agreement and Section 7.5 of the Development Agreement:
Illinois Addendum: Illinois law governs the agreements between the parties to this franchise.
Section 4 of the Illinois Franchise Disclosure Act Provides that any provision in a Franchise Agreement that designates jurisdiction or venue outside the State of Illinois is void. However, a Franchise Agreement may provide for arbitration in a venue outside Illinois.
Your rights upon termination and non-renewal of a Franchise Agreement are set forth in Sections 19 and 20 of the Illinois Franchise Disclosure Act.
Section 41 of the Illinois Franchise Disclosure Act Provides that any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act, or any other law of Illinois is void
- Article 18.G. of the Franchise Agreement, and if Franchisee executes a Development Agreement, Section 7.6 of the Development Agreement, under the heading "Choice of Law, Non-Binding Mediation, Binding Arbitration, and Consent to Jurisdiction", shall be amended by the addition of the following statement added after the end of the last sentence of Article 18.G. of the Franchise Agreement and Section 7.6 of the Development Agreement:
Illinois Addendum: Illinois law governs the agreements between the parties to this franchise.
Section 4 of the Illinois Franchise Disclosure Act Provides that any provision in a Franchise Agreement that designates jurisdiction or venue outside the State of Illinois is void. However, a Franchise Agreement may provide for arbitration in a venue outside Illinois.
Your rights upon termination and non-renewal of a Franchise Agreement are set forth in Sections 19 and 20 of the Illinois Franchise Disclosure Act.
Section 41 of the Illinois Franchise Disclosure Act Provides that any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act, or any other law of Illinois is void.
-
- Article 18.K of the Franchise Agreement, and if Franchisee executes a Development Agreement,
-
- No statement, questionnaire or acknowledgement signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of: (i) waiving any claims under any
applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
- Payment of Initial Franchise/Development Fees will be deferred until Franchisor has met its initial obligations to franchisee, and franchisee has commenced doing business. This financial assurance requirement was imposed by the Office of the Illinois Attorney General due to Franchisor's financial condition.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Illinois amendment to the MRCOOL Franchising, LLC Franchise Agreement and, if applicable, the Development Agreement on the same date as the Franchise Agreement and Development Agreement were, respectively, executed.
| Franchisor: MRCOOL Franchising, LLC | Franchisee: |
|---|---|
| Signature | Signature |
| Name and Title (please print) | Name (please print) |
| Dated | Dated |
MARYLAND FRANCHISE AND DEVELOPMENT AGREEMENT AMENDMENT
Amendments to the MRCOOL Franchise Agreement
In recognition of the requirements of the Maryland Franchise Registration and Disclosure Law, the parties to the attached MRCOOL Franchising, LLC Franchise Agreement (the "Franchise Agreement") and, if Franchisor and Franchisee both sign the MRCOOL Franchising, LLC Multi-Unit Development Agreement (the "Development Agreement"), as follows:
-
- Article 14.C of the Franchise Agreement, under the heading "Conditions for Approval of Transfer," subarticle 14.C(6) is supplemented with the addition of the following language:
- ; provided, however, that all rights and causes of action arising in favor of Franchisee from the provisions of the Maryland Franchise Registration and Disclosure Law and the regulations issued thereunder, shall remain in force; it being the intent of this provision that the non-waiver provisions of the Maryland Franchise Registration and Disclosure Law be satisfied.
-
- Article 15.B.
Source: Item 23 — RECEIPTS (FDD pages 55–263)
What This Means (2025 FDD)
Based on the 2025 Mrcool Franchise Disclosure Document, the agreement does not explicitly state that the arbitrator's decision is final and binding. However, the document includes stipulations regarding governing law, mediation, arbitration, and jurisdiction, particularly in the context of specific state laws.
For instance, the Illinois Franchise Disclosure Act requires amendments to the Mrcool franchise agreement, specifying that Illinois law governs the agreements and that any provision designating jurisdiction or venue outside Illinois is void, although arbitration outside Illinois is permitted. Similarly, the Washington State Franchise Investment Protection Act stipulates that mediation or arbitration involving a franchise purchased in Washington must occur in Washington or a mutually agreed-upon location. These amendments suggest that while arbitration is a component of dispute resolution, the specific terms are subject to state laws, which may impact the finality and enforceability of arbitration decisions.
Furthermore, the North Dakota Franchise Investment Law necessitates several amendments to the Mrcool Franchise Agreement, including that provisions requiring North Dakota franchisees to consent to the jurisdiction of courts outside of North Dakota may not be enforceable. It also states that provisions requiring a franchisee to consent to a waiver of trial by jury or exemplary and punitive damages are not enforceable under North Dakota law. These amendments highlight that the arbitration process and its outcomes are not uniformly final and binding across all states and are subject to legal limitations and franchisee protections.
Therefore, prospective Mrcool franchisees should consult with legal counsel to understand the specific arbitration terms and their implications in their respective state, considering the potential impact of state franchise laws on the enforceability and finality of arbitration decisions.