Where must mediation and arbitration be conducted for Mrcool franchise disputes?
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, mediation and arbitration proceedings must occur in Graves County, Kentucky. Specifically, all disputes, except for certain claims for injunctive relief, must first be submitted to non-binding mediation in Graves County, Kentucky. If mediation is unsuccessful, the dispute will then proceed to binding arbitration, also in Graves County, Kentucky. This requirement is subject to applicable state law, which could potentially modify or supersede this provision.
Furthermore, if litigation becomes necessary, all mediation, arbitration, and litigation proceedings must be conducted in, or closest to, the State court of general jurisdiction that is within or closest to Graves County, Kentucky. This stipulation ensures that any legal proceedings will take place in a specific geographic location, which may impact travel costs and legal representation for franchisees located outside of Kentucky.
The FDD also indicates that Kentucky law will govern the franchise agreement, but this is also subject to state law and any disclosures made in Exhibit I of the Disclosure Document. Prospective franchisees should carefully review Exhibit I and consult with a legal professional to understand how these provisions may affect their rights and obligations, especially if they are located outside of Kentucky.