Does the exclusion of consequential damages for Aira Fitness apply regardless of the legal theory, including contract, tort, or negligence?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
(b) Exclusion of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, FRANCHISOR'S AFFILIATE SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO FRANCHISEE OR ANY THIRD PARTY, FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED HEREUNDER, WHETHER IN AN ACTION BASED ON CONTRACT, TORT (INCLUDING
NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS, OR BENEFITS OF USE OR LOSS OF BUSINESS, REGARDLESS OF WHETHER SUCH LOSSES ARE CONSTRUED TO BE CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, AND EVEN IF FRANCHISOR'S AFFILIATE IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
**IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCL
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, the franchisor's affiliate will not be liable to the franchisee or any third party for consequential, incidental, special, or exemplary damages arising out of or related to the transaction. This exclusion applies regardless of the legal theory under which a claim is made.
Specifically, the exclusion of consequential damages applies whether the action is based on contract, tort (including negligence or strict liability), or any other legal theory. The types of damages excluded include, but are not limited to, loss of anticipated profits, benefits of use, or loss of business. This holds true even if the franchisor's affiliate is aware of the possibility of such damages occurring.
The agreement emphasizes that each provision limiting liability, disclaiming warranties, or excluding damages is severable and represents an independent element of risk allocation. The parties agree that even if a sole or exclusive remedy applicable to the equipment fails, the franchisee will not be entitled to any consequential damages. The exclusion of consequential damages is intended as an independent agreement, separate from any sole and exclusive remedy related to the equipment.