Does the United Nations Convention on Contracts for the International Sale of Goods apply to the Remax franchise agreement?
Remax 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.), THIS AGREEMENT AND THE FRANCHISE WILL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF COLORADO (WITHOUT REFERENCE TO ITS CHOICE OF LAW AND CONFLICT OF LAW RULES).
Source: Item 22 — Contracts (FDD pages 108–334)
What This Means (2025 FDD)
According to Remax's 2025 Franchise Disclosure Document, the franchise agreement, except to the extent governed by the United States Trademark Act of 1946, is governed by the internal laws of the State of Colorado, without reference to its choice of law and conflict of law rules. The FDD does not mention the United Nations Convention on Contracts for the International Sale of Goods.
This means that the laws of Colorado will generally dictate the interpretation and enforcement of the Remax franchise agreement. However, federal trademark law will take precedence where applicable, particularly concerning the RE/MAX Marks. This is a fairly standard practice in franchising, where U.S. federal laws and the specific state laws where the franchise operates typically govern the agreement.
For a prospective Remax franchisee, this clause provides clarity on which legal jurisdiction will be used should disputes arise. It also means that the franchisee should become familiar with Colorado state laws regarding contracts and business operations. Since the FDD does not address the applicability of the United Nations Convention on Contracts for the International Sale of Goods, it is not part of the agreement.