Barnes, Presiding Judge.The appellant is Samaca, LLC (“Samaca”), a Florida limited liability company. The appellees are Cellairis Franchise, Inc. (“Cellairis”) and Global Cellular, Inc. (“Global”), Georgia corporations, and Cell Phone Mania, LLC (“CPM”), a Florida limited liability company (collectively “appellees”). Samaca appeals from the trial court’s order granting the appellees, motion to dismiss the complaint and to compel arbitration. Samaca contends that the trial court erred in denying its motion to strike, making certain factual findings as to the purchase and renewal of the franchise leases, and in finding that the arbitration agreements were not superceded and inconsistent with a forum selection clause. Following our review, we affirm. “The standard of review from the [grant] of a motion to compel arbitration is whether the trial court was correct as a matter of law. Further, the construction of a contract is a question of law for the court that is subject to de novo review.”(Footnotes omitted.) D. S. Ameri Constr. Corp. v. Simpson, 271 Ga. App. 825, 826 (611 SE2d 103) (2005). “The [appellees], as the parties seeking arbitration, bear the burden of proving the existence of a valid and enforceable agreement to arbitrate. And the validity of an arbitration agreement is generally governed by state law principles of contract formation.” (Citations and punctuation omitted.) McKean v. GGNSC Atlanta, 329 Ga. App. 507, 509 (1) (765 SE2d 681) (2014). The facts pertinent to this appeal demonstrate that Cell Phone Mania operated four franchises located at the Dolphin Mall in Miami, Florida, under franchise agreements with Cellairis. Global, an affiliate of Cellairis, licensed the spaces from the operator of the Dolphin Mall, and Cell Phone Mania sublicensed the spaces to operate the franchises in Dolphin Mall from Global. On June 30, 2014, Cell Phone Mania and Samaca reached an agreement for Samaca to purchase Cell Phone Mania’s four franchises , and in conjunction with the sale, Samaca entered into four new franchise agreements (the “Franchise Agreement”) with Cellairis. The Franchise Agreements contained an arbitration clause, whereby Samaca and Cellairis agreed to arbitrate:all controversies, claims, or disputes between Company and FRANCHISEE arising out of or relating to: a. This agreement or any other agreement between Company and FRANCHISEE; b. The relationship between FRANCHISEE and Company; c. The scope and validity of this Agreement or any other agreement between Company and FRANCHISEE, specifically including whether any specific claim is subject to arbitration at all (arbitrability questions) and/or d. The offer or sale of the franchise opportunity …. Any claims by or against any affiliate of the Company may be joined, in the Company’s sole discretion, in the arbitration.
Sanaca also entered into four new sublicense agreements (the “SubLicense Agreements”) with Global to acquire Cell Phone Mania’s sublicenses to operate the franchises in the mall. The SubLicense Agreements, also effective June 30, 2014, contained a similar agreement, whereby Samaca and Global agreed to arbitrate: all controversies, claims, or disputes between Company and Sublicensee arising out of or relating to: a. This Agreement or any other agreement between Company and Sublicensee; b. The relationship between Sublicensee and Company; c. The scope and validity of this Agreement or any other agreement between Company and Sublicensee, specifically including whether any specific claim is subject to arbitration at all (arbitrability questions); and/or d. Any agreement relating to the purchase of products or services by Sub-licensee from Company …. Any claims by or against any affiliate of the Company may be joined, in the Company’s sole discretion in the arbitration.
