Does the Mrcool franchise agreement specify that Kentucky franchise laws apply?
Mrcool Franchise · 2025 FDDAnswer from 2025 FDD Document
EXCEPT TO THE EXTENT GOVERNED BY THE UNITED STATES TRADEMARK ACT OF 1946 (LANHAM ACT, 15 U.S.C. §§ 1051 ET SEQ.) OR OTHER FEDERAL LAW, THIS AGREEMENT AND THE RELATIONSHIP BETWEEN THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF KENTUCKY, EXCEPT THAT ITS CHOICE OF LAW AND CONFLICTS OF LAWS RULES SHALL NOT APPLY AND ANY FRANCHISE REGISTRATION, DISCLOSURE, RELATIONSHIP OR SIMILAR STATUTE WHICH MAY BE ADOPTED BY THE STATE OF KENTUCKY SHALL NOT APPLY UNLESS ITS JURISDICTIONAL REQUIREMENTS ARE MET INDEPENDENTLY WITHOUT REFERENCE TO THIS PARAGRAPH.
Source: Item 23 — RECEIPTS (FDD pages 55–263)
What This Means (2025 FDD)
According to Mrcool's 2025 Franchise Disclosure Document, the franchise agreement and the relationship between Mrcool and its franchisees are generally governed by Kentucky law. Specifically, the agreement is construed in accordance with the internal laws of Kentucky. However, there are exceptions to this rule.
The choice of law and conflicts of laws rules of Kentucky do not apply. Furthermore, any franchise registration, disclosure, relationship, or similar statute adopted by the state of Kentucky will not apply unless its jurisdictional requirements are met independently, without relying on the franchise agreement itself.
It's important to note that amendments to the Mrcool franchise agreement exist for franchisees in certain states like North Dakota, Illinois, Minnesota and Hawaii, which supersede the Kentucky law. For example, the Illinois amendment specifies that Illinois law governs the agreements between the parties to the franchise, and the North Dakota amendment specifies that for North Dakota franchisees, North Dakota law shall apply.