Winter

Appellant, Window Fashions Professionals, Inc. (WFP), a Texas corporation, sold a window coverings franchise to respondents, Ron Winter and Rochelle Winter. The franchise agreement provided that, in the event of a dispute between the parties, binding arbitration would be held in Texas and Texas law would be applied. However, the Uniform Franchise Offering Circular provided by WFP stated that the arbitration and choice of law provisions “may not be enforceable under California law.”

Respondents filed a complaint in the Tulare County Superior Court against appellants, WFP, Mike Rose and Michael McMenomy, seeking rescission of the franchise agreement and damages. In response, appellants filed a petition to compel arbitration in Texas. The trial court denied the petition finding there was no meeting of the minds as to the agreement to arbitrate and, even if there were, the arbitration clause was unconscionable.

Appellants contend the trial court erred in ruling on the validity of the franchise agreement. Rather, that determination should have been made by the arbitrator. Appellants further argue that the court erred in holding there was no meeting of the minds, in applying…