What state's law governs the Mrcool Franchise Agreement?
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, the Franchise Agreement is generally governed by Kentucky law. However, this is subject to applicable state law and as disclosed in Exhibit I of the Disclosure Document. This means that while Kentucky law is the first point of reference, state laws where the franchisee operates may supersede Kentucky law in certain situations.
For a prospective Mrcool franchisee, this indicates that the specific laws governing the agreement can vary depending on the state in which the franchise is located. Exhibit I of the FDD likely contains crucial details about how state laws may modify or override the general application of Kentucky law. It is essential to carefully review Exhibit I to understand the specific legal landscape affecting the franchise.
This clause is fairly standard in franchising, as franchisors often choose a 'home state' law to govern agreements for consistency, but must also account for the fact that franchise laws are state-specific. A prospective franchisee should seek legal counsel to fully understand how the interplay between Kentucky law and their local state laws will affect their rights and obligations under the Mrcool Franchise Agreement.