If the arbitration clause does not apply, how will the dispute be resolved for the Apricot Lane franchise?
Apricot_Lane Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding the foregoing or anything to the contrary in this Section or
Section 22.D, if any court or arbitrator determines that all or any part of the preceding sentence is unenforceable with respect to a dispute that otherwise would be subject to arbitration under this Section 22.A, then all parties agree that this arbitration clause will not apply to that dispute and that such dispute will be resolved in a judicial proceeding in accordance with this Section 22 (excluding this Section 22.A).
FRANCHISOR AND FRANCHISEE (AND ITS OWNERS) IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, BROUGHT BY EITHER OF THEM.
H. Limitations of Claims
FRANCHISEEE AGREES THAT, FOR THE APRICOT LANE FRANCHISE SYSTEM TO FUNCTION PROPERLY, FRANCHISOR SHOULD NOT BE BURDENED WITH THE COSTS OF LITIGATING SYSTEM-WIDE DISPUTES. ACCORDINGLY, ANY DISAGREEMENT BETWEEN FRANCHISEE AND FRANCHISOR SHALL BE CONSIDERED UNIQUE AS TO ITS FACTS AND SHALL NOT BE BROUGHT AS A CLASS ACTION, AND FRANCHISEE WAIVES ANY RIGHT TO PROCEED AGAINST FRANCHISOR OR ANY OF ITS SHAREHOLDERS, MEMBERS, MANAGERS, AFFILATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS BY WAY OF CLASS ACTION, OR BY WAY OF A MULTI-PLAINTIFF, CONSOLIDATED OR COLLECTIVE ACTION. IN ANY LEGAL ACTION BETWEEN THE PARTIES, THE COURT SHALL NOT BE PRECLUDED FROM MAKING ITS OWN INDEPENDENT DETERMINATION OF THE ISSUES IN QUESTION, NOTWITHSTANDING THE SIMILARITY OF ISSUES IN ANY OTHER LEGAL ACTION INVOLVING FRANCHISOR AND ANY OTHER FRANCHISEE, AND EACH PARTY WAIVES THE RIGHT TO CLAIM THAT A PRIOR DISPOSITION OF THE SAME OR SIMILAR PRECLUDES SUCH INDEPENDENT DETEMINIATON.
I. Timeliness of Claims
EXCEPT FOR CLAIMS ARISING FROM FRANCHISEE'S NON-PAYMENT OR UNDERPAYMENT OF AMOUNTS THAT FRANCHISEE OWES FRANCHISOR, ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE RELATIONSHIP BETWEEN FRANCHISOR AND FRANCHISEE WILL BE BARRED UNLESS MEDIATION OR JUDICIAL PROCEEDING IS COMMENCED IN THE APPROPRIATE FORUM WITHIN EIGHTEEN (18) MONTHS FROM THE DATE ON WHICH THE PARTY ASSERTING THE CLAIM KNEW OR SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO THE CLAIM.
Source: Item 23 — RECEIPTS (FDD pages 51–222)
What This Means (2025 FDD)
According to Apricot Lane's 2025 Franchise Disclosure Document, if a court or arbitrator determines that the arbitration clause is unenforceable, disputes will be resolved in a judicial proceeding. In such cases, all parties agree that the standard arbitration clause will not apply, and the dispute will be resolved in accordance with the section of the agreement that addresses judicial proceedings.
Apricot Lane franchisees should be aware that they and the franchisor waive the right to a jury trial in any action, proceeding, or counterclaim, whether at law or in equity. This means that if a dispute goes to court, a judge will decide the outcome rather than a jury. Franchisees also waive the right to proceed against Apricot Lane via class action, multi-plaintiff, consolidated, or collective action, ensuring that any disagreement is considered unique to its facts and litigated individually.
Furthermore, any claims arising out of or relating to the franchise agreement, except for claims arising from non-payment or underpayment, must be initiated within eighteen months from the date the party knew or should have known of the facts giving rise to the claim. This includes commencing mediation or a judicial proceeding in the appropriate forum. This limitation on the timeliness of claims is designed to prevent Apricot Lane from being burdened with the costs of litigating system-wide disputes and encourages prompt resolution of disagreements.