Does the governing law for the Spray Net franchise agreement consider conflict of laws principles?
Spray_Net Franchise · 2025 FDDAnswer from 2025 FDD Document
SPRAY-NET INC. ILLINOIS ADDENDUM TO THE FRANCHISE AGREEMENT
The following are revisions to the Franchise Agreement:
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- Definitions. Capitalized terms used but not defined in this Rider have the meanings given in the Agreement. The "Illinois Act" means the Illinois Franchise Disclosure Act of 1987.
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- Governing Law and Jurisdiction. Notwithstanding any provision of this Agreement to the contrary, this Agreement is governed by Illinois law. The parties irrevocably submit to the jurisdiction and venue of the federal and state courts in Illinois, except for matters which the Agreement provides will be resolved by arbitration.
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- Limitation of Claims. No action can be maintained to enforce any liability created by the Illinois Act unless brought before the expiration of 3 years from the act or transaction constituting the violation upon which it is based, the expiration of 1 year after Franchisee become aware of facts or circumstances reasonably indicating that Franchisee may have a claim for relief in respect to conduct governed by the Illinois Act, or 90 days after delivery to the Franchisee of a written notice disclosing the violation, whichever shall first expire.
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- Waivers Void. Notwithstanding any provision o
Source: Item 23 — RECEIPTS (FDD pages 75–219)
What This Means (2025 FDD)
According to the 2025 Spray Net Franchise Disclosure Document, the franchise agreement is governed by Illinois law, regardless of any conflicting provisions in the agreement. Specifically, the Illinois Addendum to the Franchise Agreement states that the parties involved submit to the jurisdiction and venue of the federal and state courts in Illinois, except for matters subject to arbitration as defined in the agreement. This means that Illinois law will dictate legal disputes, and franchisees may need to litigate in Illinois, unless arbitration is specified.
This stipulation is important for prospective Spray Net franchisees because it establishes the legal framework within which the franchise agreement will be interpreted and enforced. It ensures that Illinois law takes precedence, potentially offering franchisees certain protections or rights under Illinois franchise law. However, it also means that franchisees located outside of Illinois may need to travel to Illinois for legal proceedings, which could increase costs and logistical challenges.
Furthermore, the addendum addresses the limitation of claims under the Illinois Franchise Disclosure Act of 1987, specifying timeframes for bringing actions related to violations. Franchisees must bring an action within three years from the act or transaction constituting the violation, one year after becoming aware of facts indicating a potential claim, or 90 days after receiving written notice disclosing the violation, whichever expires first. This provision highlights the importance of understanding and adhering to the specific legal requirements and deadlines set forth by Illinois law to protect their rights as franchisees.