What rules govern the arbitration process for disputes related to the Afuri Ramen Dumpling agreement?
Afuri_Ramen_Dumpling Franchise · 2024 FDDAnswer from 2024 FDD Document
- 9.1 Duration. The obligations set forth in this Agreement related to non-disclosure and nonuse of Confidential Information will continue during and beyond the term of your relationship with the Franchisee and for as long as you possess any Confidential Information in any manner.
- 9.2 Waiver. A waiver of any breach of any provision, term, covenant, or condition of this Agreement will not be a waiver of any subsequent breach of the same or any other provision, term, covenant, or condition. Any waiver to this Agreement's provisions must be made in signed writing by the granting party.
- 9.3 Arbitration. From time to time there may be controversy about this Agreement, its interpretation, or performance or breach by the parties. If a dispute arises between the parties, it will be resolved by arbitration before a single arbitrator selected under the Commercial Dispute process and rules of the American Arbitration Association and its supplementary procedures for international commercial arbitration (or its successor). The arbitration will be conducted in the English language and will take place at the American Arbitration Association office closest to Franchisor's headquarters (currently Portland, Oregon, USA). The decision of the arbitrator made within its power or jurisdiction will be final and binding. The decision may be entered as a judgment in any court of law having jurisdiction.
- 9.4 Governing Law. This Agreement will be governed by the substantive laws of Oregon without regard to Oregon choice of law provisions. Oregon laws will prevail, except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051, et seq.). This choice of laws will not include and does not extend the scope of application of any Oregon franchise or business opportunity laws except as they may otherwise apply pursuant to their terms and definitions. Any portion of this Agreement that requires enforcement in any other jurisdiction, and is enforceable under the laws of that jurisdiction but not of Oregon, will be construed and enforced according to the laws of that jurisdiction.
- 9.5 Injunctive Relief and Specific Performance. Either party may obtain in any court of competent jurisdiction specific performance and injunctive relief to restrain a violation by the other party of any term or covenant of this Agreement.
- 9.6 Remedies Not Exclusive. No right or remedy conferred upon either party is exclusive of any other right or remedy in this Agreement or provided by law or equity. Each will be cumulative of every other right or remedy.
- 9.7 Attorneys' Fees. The prevailing party in any arbitration, insolvency proceeding, bankruptcy proceeding, suit, or action to enforce this Agreement will recover its arbitration, proceeding, and court costs and reasonable attorneys' fees. These will be set by the arbitration, proceeding or court,
including costs and attorneys' fees on appeal or review from the arbitration, proceeding, suit, or action. "Prevailing party" means the party who recovers the greater relief in the proceeding.
9.8 Lawful Scope. If, for any reason, any provision set forth in this Agreement exceeds any lawful scope or limit as to duration, geographic coverage, or otherwise, it is agreed that the provision will nevertheless be binding to the full scope or limit allowed by law or by a court of law.
IN WITNESS, the parties have executed this Agreement on the date written above.
AFURI FRANCHISE INC.
Source: Item 23 — Receipts (FDD pages 50–189)
What This Means (2024 FDD)
According to the 2024 Afuri Ramen Dumpling Franchise Disclosure Document, disputes between the franchisee and franchisor will be resolved through arbitration. The arbitration will occur before a single arbitrator selected under the Commercial Dispute process and rules of the American Arbitration Association, including its supplementary procedures for international commercial arbitration or its successor. The arbitration will be conducted in English and will take place at the American Arbitration Association office closest to Afuri Ramen Dumpling's headquarters, which is currently in Portland, Oregon, USA. The arbitrator's decision, if made within their power or jurisdiction, is final and binding and can be entered as a judgment in any court of law with jurisdiction.
There are some exceptions to the arbitration agreement. Disputes relating to the United States Trademark Act of 1946 (Lanham Act) or the collection of delinquent payments are not subject to binding arbitration. In cases where mediation does not resolve a dispute, binding arbitration becomes the required method for resolution. The arbitration will be administered by Arbitration Service of Portland, Inc., following its commercial arbitration rules, and the arbitrator's judgment can be entered in any court with jurisdiction. The arbitration will be conducted before a single arbitrator who must have at least five years of experience in franchise law.
The arbitrator's authority is limited to deciding controversies or disputes based solely on the express provisions of the Franchise Agreement, and they cannot alter, amend, delete, or add to these provisions. In any arbitration, the parties are entitled to injunctive relief or specific performance of their obligations. The arbitrator will determine the prevailing party and may award reimbursable fees and expenses, potentially as a percentage. The prevailing party in any arbitration, insolvency proceeding, bankruptcy proceeding, suit, or action to enforce the Franchise Agreement is entitled to recover arbitration, proceeding, and court costs, including reasonable attorneys' fees, as determined by the arbitration, proceeding, or court, including costs and attorneys' fees on appeal or review.