What is the definition of 'Affiliate' in the context of the Aunt Millies Bakeries distributor agreement?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
- §9.3 CURABLE BREACH: A breach of this Agreement or a breach of any agreement with any Affiliate of AUNT MILLIE's, other than a breach under Section 9.2, AUNT MILLIE'S shall give DISTRIBUTOR three (3) business days written notice within which DISTRIBUTOR may cure the breach. "Affiliate" of AUNT MILLIE's shall include any company which has common ownership with AUNT MILLIE's and which provides goods and services, including financing services, to DISTRIBUTOR. If DISTRIBUTOR fails to cure such breach within said three (3) business day period, AUNT MILLIE'S may thereafter terminate this Agreement and DISTRIBUTOR shall have no further right to cure; provided, further, that the parties agree that repeated violations constitute a chronic breach and threaten significant harm to AUNT MILLIE'S, its trademarks or commercial reputation, and in such event AUNT MILLIE'S shall be entitled to terminate this Agreement pursuant to Section 9.2 and DISTRIBUTOR shall have no further right to cure.
Source: Item 23 — RECEIPT (FDD pages 44–196)
What This Means (2025 FDD)
According to Aunt Millies Bakeries's 2025 Franchise Disclosure Document, an 'Affiliate' in the context of the distribution agreement refers to any company that shares common ownership with Aunt Millie's and provides goods and services, including financing, to the distributor. This definition is important because it clarifies the scope of agreements and obligations that the distributor has, not only with Aunt Millie's directly but also with related entities.
This definition has implications for breach of contract scenarios. Specifically, a breach of any agreement with an Affiliate of Aunt Millie's, under Section 9.3 of the distribution agreement, can lead to the distributor receiving a three-day written notice to cure the breach. Failure to cure the breach within this period allows Aunt Millie's to terminate the agreement. This clause extends Aunt Millie's ability to terminate the agreement based on the distributor's actions with affiliated companies, not just direct dealings with Aunt Millie's itself.
Furthermore, the obligations of Aunt Millie's under the distribution agreement can be undertaken by its Affiliates from time to time. However, Aunt Millie's remains responsible for these obligations. This means that while an Affiliate might perform certain duties or provide certain services, Aunt Millie's ultimately carries the responsibility for ensuring these obligations are met. This provides a layer of assurance for the distributor, knowing that Aunt Millie's cannot simply delegate responsibilities without retaining accountability.