Under what state's laws is the Spray Net Guaranty deemed to have been made and governed?
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 of the Agreement to the contrary, any condition, stipulation, or provision purporting to bind Franchisee to waive compliance with any provision of the Illinois Act or any other law of the State of Illinois is void. This Section shall not prevent Franchisee from entering into a settlement agreement or executing a general release regarding a potential or actual lawsuit filed under any of the provisions of this Act, nor shall it prevent the arbitration of any claim under the provisions of Title 9 of the United States Code. No statement, questionnaire or acknowledgement signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of: (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on behalf of the Franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
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- Deferral. Due to our financial condition, the Illinois Attorney General's Office requires that the payment of initial fees be deferred until franchisor has satisfied its pre-opening obligations to franchisee and the franchise is open for business.
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- Effective Date. This Rider is effective as of the Effective Date.
Source: Item 23 — RECEIPTS (FDD pages 75–219)
What This Means (2025 FDD)
According to Spray Net's 2025 Franchise Disclosure Document, the franchise agreement is governed by Illinois law, notwithstanding any provision in the agreement to the contrary. The Illinois Addendum to the Franchise Agreement specifies that any Spray Net franchisee irrevocably submits 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.
This means that if a Spray Net franchisee in Illinois has a legal dispute related to the franchise agreement (excluding arbitration matters), the case would be heard in Illinois courts and governed by Illinois law. This is important for prospective franchisees to understand, as it dictates the legal framework and location for resolving potential disputes.
Furthermore, the Illinois Addendum includes specific protections for franchisees, such as voiding waivers of compliance with Illinois law and setting a limitation on claims under the Illinois Franchise Disclosure Act. These provisions provide additional legal safeguards for Spray Net franchisees operating in Illinois.