Does the Alloy Franchise Agreement's jurisdiction clause survive termination of the agreement?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
C. Claims. You and your Owners and guarantors may not assert any claim or cause of action against us or our affiliates relating to this Agreement or the ALLOY business after the shorter period of the applicable statute of limitations or one year following the date upon which a party discovered or should have discovered the facts giving rise to the claim,; provided that where the oneyear limitation of time is prohibited or invalid by or under any applicable law, then and in that event no suit or action may be commenced or maintained unless commenced within the applicable statute of limitations.
GENERAL PROVISIONS
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- The parties agree to the following provisions:
- A. Severability. Should one or more clauses of this Agreement be held void or unenforceable for any reason by any court of competent jurisdiction, such clause or clauses will be deemed to be separable in such jurisdiction and the remainder of this Agreement is valid and in full force and effect and the terms of this Agreement must be equitably adjusted so as to compensate the appropriate party for any consideration lost because of the elimination of such clause or clauses. It is the intent and expectation of each of the parties that each provision of this Agreement will be honored, carried out and enforced as written. Consequently, each of the parties agrees that any provision of this Agreement sought to be enforced in any proceeding must, at the election of the party seeking enforcement and notwithstanding the availability of an adequate remedy at law, be enforced by specific performance or any other equitable remedy.
- B. Waiver/Integration. No waiver by us of any breach by you, nor any delay or failure by us to enforce any provision of this Agreement, may be deemed to be a waiver of any other or subsequent breach or be deemed an estoppel to enforce our rights with respect to that or any other or subsequent breach. Subject to our rights to modify the Schedules and/or standards and as otherwise provided herein, this Agreement may not be waived, altered or rescinded, in whole or in part, except by a writing signed by you and us.
This Agreement together with all schedules, addenda and appendices to this Agreement constitute the entire agreement between the parties and supersede any and all prior negotiations, understandings, representations and agreements. Nothing in this or in any related agreement, however, is intended to disclaim the representations we made in the Franchise Disclosure Document we furnished to you.
Source: Item 23 — RECEIPTS (FDD pages 69–245)
What This Means (2025 FDD)
Based on the 2025 FDD, the Alloy Franchise Agreement does not explicitly state whether the jurisdiction clause survives the termination of the agreement. However, Section C under Item 23 discusses claims, stating that franchisees and their owners/guarantors cannot assert any claim against Alloy or its affiliates related to the agreement or the Alloy business after the shorter period of the applicable statute of limitations or one year following the date upon which a party discovered or should have discovered the facts giving rise to the claim. This limitation applies even after termination, suggesting some clauses do survive.
Paragraph A under the General Provisions section of Item 23 addresses severability, indicating that if any clause is deemed void, the remainder of the agreement remains valid. This implies that certain provisions, including the jurisdiction clause, could remain in effect even after termination, depending on the specific circumstances and applicable law. Paragraph B discusses waiver/integration, stating that the agreement, along with schedules, addenda, and appendices, constitutes the entire agreement and supersedes prior negotiations. This further reinforces the importance of the written terms, which could include provisions related to jurisdiction that outlive the agreement itself.
While the FDD excerpts do not offer explicit details about the survival of the jurisdiction clause, the clauses pertaining to claims, severability, and the entire agreement suggest that certain obligations and limitations could extend beyond the termination date. A prospective franchisee should seek clarification from Alloy regarding the specific clauses that survive termination and their implications.