pursuant to 28 U.S.C. § 1441. 2 . The Attorney General of the State of New Jersey intervened because Amana raised a Commerce Clause challenge to the extraterritorial application of the NJFPA. We have since held that the NJFPA does not violate the Commerce Clause. See Instructional Systems, Inc. v. Computer Curriculum Corp. 35 F.3d 813 (3d Cir.1994), cert. denied, - U.S. -, 115 S.Ct. 1176, 130 L.Ed.2d 1128 (1995). 3 . Amana does not argue that the termination of its business relationship with Cooper was for "good cause,” a concept that is “limited to failure by the franchisee to substantially comply with those requirements imposed upon him by the franchise.” N.J.S.A. § 56:10-5; see also Westfield Centre Service, Inc. v. Cities Service Oil Co., 86 N.J. 453, 432 A.2d 48, 55 (1981) (<HOLDING>). . 4 . Because Amana’s briefs do not raise or
holding that franchisors have a duty to act in good faith and with commercial reasonableness when terminating franchise agreements holding that franchisor has an interest in the goodwill its franchise has created holding that a restrictive covenant will be upheld where a franchisor has a protectable interest in the sale of his franchise holding that restrictive covenants in franchise agreements are enforceable to protect the basic product which the franchisor has to sell namely the franchise itself   holding that a franchisor who in good faith and for bona fide reasons terminates a franchise for any reason other than substantial nonperformance has violated the act