Where must Mrcool litigation proceedings be conducted?
Mrcool Franchise · 2025 FDDAnswer from 2025 FDD Document
| r. Non-competition covenants after the franchise is terminated or expires | 6, 17.E. | No involvement, ownership or interest whatsoever for 24 months in any competing business in: your Designated Territory; a 25-mile radius of your Designated Territory; a 10-mile radius of the Designated Territory of any other Center; and you must comply with confidentiality, non- disclosure and non-solicitation covenants. |
|---|---|---|
| s. Modification of the agreement | 18.L. | Requires writing signed by you and us, except for unilateral changes that we may make to the Manuals or our unilateral reduction of the scope of a restrictive covenant that we may make in our discretion. |
| t. Integration/merger clauses | 18.M. | Only the terms of the Franchise Agreement and schedules to the Franchise Agreement and the respective signed exhibits to the Franchise Agreement are binding, subject to state law. Nothing in any agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits and amendments. |
| u. Dispute resolution by arbitration or mediation | 18.G. | Except for certain claims for injunctive relief, all disputes must first be submitted to non-binding mediation in Graves County, Kentucky and, if mediation is unsuccessful, then to binding arbitration in Graves County, Kentucky. This provision is subject to applicable state law. |
| v. Choice of forum | 18.G. | All mediation, arbitration and, if applicable, litigation proceedings must be conducted in, or closest to, State court of general jurisdiction that is within or closest to Graves County, Kentucky. This provision is subject to applicable state law. |
| w. Choice of law | 18.F. | Kentucky law will govern. However, this provision is subject to state law and as otherwise disclosed in Exhibit I to this Disclosure Document. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 43–50)
What This Means (2025 FDD)
According to Mrcool's 2025 Franchise Disclosure Document, any litigation proceedings, if applicable, must take place in the state court of general jurisdiction within or nearest to Graves County, Kentucky. This also applies to mediation and arbitration proceedings. However, this is subject to applicable state law, which could potentially modify this requirement.
This means that if a Mrcool franchisee has a legal dispute with the company that escalates to litigation, the franchisee may be required to travel to Kentucky for court proceedings, regardless of where their franchise is located. This could result in significant expenses for travel, accommodation, and local legal representation.
The FDD also specifies that Kentucky law will govern the franchise agreement, but this is also subject to state law and Exhibit I of the FDD. Prospective franchisees should carefully review Exhibit I and consult with a legal professional to understand how these provisions may affect their rights and obligations, given that choice of law and venue provisions are not always strictly enforced and can be challenged under certain circumstances.