What UCC rights and remedies does the Aira Fitness franchisee waive regarding the Pod lease?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee agrees to give Franchisor's Affiliate prompt notice of any such claim or liability.
- Franchisee's Waivers. To the extent permitted by applicable law, Franchisee hereby waives any and all rights and remedies conferred upon a Franchisee by sections 2A-508 through 12A-522 of the UCC, including but not limited to Franchisee's rights to: (i) cancel this Lease; (ii) repudiate this Lease; (iii) reject the Pod; (iv) revoke acceptance of the Pod; (v) recover damages from Franchisor's Affiliate for any breaches of warranty or for any other reason; (vi) a security interest in the Pod in Franchisee's possession or control for any reason; (vii) deduct all or any part of any claimed damages resulting from Franchisor's Affiliate's default, if any, under this Lease; (viii) accept partial delivery of the Pod; (ix) "cover" by making any purchase, or lease of, or contract to purchase or lease Pod in substitution for those due from Franchisor's Affiliate; (x) recover any general, special, incidental or consequential damages, for any reason whatsoever; and (xi) specific performance, replevin, detinue, sequestration, claim and delivery or the like for any Pod identified to this Lease.
To the extent permitted by applicable law, Franchisee also hereby waives any rights now or hereafter conferred by statute or otherwise,
which may require Franchisor's Affiliate to sell, lease or otherwise use any Pod in mitigation of Franchisor's Affiliate's damages as set forth in Section 12 or which may otherwise limit or modify any of Franchisor's Affiliate's rights or remedies under Section 12 Any claim or action for breach of warranty shall be commenced within one (1) year after any such cause of action accrues.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, franchisees waive specific rights and remedies related to the Pod lease agreement to the extent permitted by law. These waivers significantly impact a franchisee's legal recourse in case of disputes or issues with the leased Pod.
The franchisee waives rights under sections 2A-508 through 12A-522 of the Uniform Commercial Code (UCC). This includes the right to cancel or repudiate the lease, reject or revoke acceptance of the Pod, or recover damages from Franchisor's Affiliate for breaches of warranty. The franchisee also cannot claim a security interest in the Pod, deduct damages from payments, accept partial delivery, or 'cover' by leasing substitute equipment. Additionally, franchisees waive the right to seek general, special, incidental, or consequential damages, and cannot pursue specific performance or similar remedies for the Pod.
Furthermore, the franchisee waives rights that might require Franchisor's Affiliate to mitigate damages by selling or leasing the Pod. Any warranty claim must be initiated within one year of the cause of action. This comprehensive waiver means franchisees have limited legal avenues to address issues with the Pod lease, making it crucial to carefully evaluate the equipment and lease terms before signing. Prospective franchisees should seek legal counsel to fully understand the implications of these waivers and negotiate terms where possible.