Does the Mrcool franchise agreement specify that any Kentucky franchise registration statute will not 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 specifies that Kentucky franchise registration, disclosure, relationship or similar statutes will not apply to the agreement between the franchisee and Mrcool. However, this non-application is conditional. Kentucky franchise laws will apply if the jurisdictional requirements are met independently, without relying on the specific paragraph in the franchise agreement that attempts to waive those laws.
In simpler terms, Mrcool is stating that while the agreement is governed by Kentucky law, the specific statutes in Kentucky that regulate franchises won't automatically apply. However, if a franchisee's situation independently meets the criteria that would normally trigger those Kentucky franchise laws, then those laws will still be in effect, regardless of what the franchise agreement says.
This clause aims to provide Mrcool with flexibility and potentially avoid certain regulatory burdens within Kentucky. However, it also protects the franchisee by ensuring that they are not completely stripped of the protections offered by Kentucky franchise law if those protections would otherwise apply to their situation.