Can an arbitration proceeding between Aira Fitness and a developer be consolidated with another arbitration proceeding involving Aira Fitness and another party?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
- (a) Franchisor and Developer agree that arbitration will be conducted on an individual basis only, and not on a joint, collective or class-wide basis, and that an arbitration proceeding between Franchisor and its Affiliates, and Developer and its shareholders, officers, directors, members, managers, employees and agents, may not be consolidated or joined with any other arbitration proceeding between Franchisor and any other person or entity.
Neither party shall commence any arbitration with a third party against the other, or join with any third party in any arbitration involving Franchisor and Developer.
Further, neither Franchisor nor Developer shall attempt to consolidate or otherwise combine in any manner, an arbitration proceeding involving Franchisor and Developer with another arbitration of any kind, nor shall Franchisor or Developer attempt to certify a class or participate as a party in a class action against the other.
- (b) The foregoing notwithstanding, in the event Developer controls, is controlled by, or is in active concert with another developer of Franchisor, or there is a guarantor of some or all of Developer's obligations to Franchisor, then the joinder of those parties to any arbitration between Franchisor and Developer shall be permitted, and in all events, the joinder of an owner, director, officer, member, manager, partner or other representative or agent of Franchisor or Developer shall be permitted.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, arbitration proceedings between Aira Fitness and a developer cannot be consolidated with other arbitration proceedings involving Aira Fitness and another party. The document explicitly states that arbitration will be conducted on an individual basis only and not on a joint, collective, or class-wide basis.
Specifically, an arbitration proceeding between Aira Fitness (including its affiliates) and a developer (including its shareholders, officers, directors, members, managers, employees, and agents) cannot be consolidated or joined with any other arbitration proceeding between Aira Fitness and any other person or entity. Furthermore, neither party can initiate arbitration with a third party against the other or join with a third party in any arbitration involving Aira Fitness and the developer.
However, there is an exception: if the developer controls, is controlled by, or is in active concert with another developer of Aira Fitness, or if there is a guarantor of the developer's obligations to Aira Fitness, then the joinder of those parties to any arbitration between Aira Fitness and the developer is permitted. Additionally, the joinder of an owner, director, officer, member, manager, partner, or other representative or agent of Aira Fitness or the developer is also allowed.
This clause ensures that disputes are handled individually, preventing complex, multi-party arbitrations unless there are specific relationships between the parties involved, such as control, guarantee, or representation. This limitation on consolidation could affect the efficiency and cost of resolving disputes, as each dispute must be handled separately unless the exceptions apply.