Can the Aunt Millies Bakeries Sales Area be modified after the Distribution Agreement is signed?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
We will grant you the exclusive right to distribute certain Products under certain brand names within a designated geographic sales area ("Sales Area") as specifically defined in your Distribution Agreement. We will have the right to determine which Products we will sell to you for resale and distribution in your Sales Area. Your Sales Area may include certain outlets or areas beyond the geographic boundary but may also exclude certain outlets or areas within your geographic boundary (the "Outlets"). We will also grant to you a limited, non-exclusive license to use these trademarks in the Sales Area.
§8.2 CHANGE IN DELIVERY METHOD: In the event any Outlet makes the determination to require delivery or merchandising of the Products by any method other than Direct Store Delivery, and so informs AUNT MILLIE'S or DISTRIBUTOR, AUNT MILLIE'S shall thereafter be permitted to sell Products directly to such Outlet, which action shall not be deemed to violate DISTRIBUTOR'S rights hereunder and DISTRIBUTOR shall not be entitled to any proceeds derived from such service by AUNT MILLIE'S. For example, if an Outlet desires to merchandise Products itself or through a third party other than DISTRIBUTOR for any reason and so informs AUNT MILLIE'S, it shall not be a breach of this Agreement if AUNT MILLIE'S thereafter sells Products directly to such Outlet. Further, DISTRIBUTOR shall not be entitled to any compensation from AUNT MILLIE'S in such instance. However, DISTRIBUTOR shall continue to own those Distribution Rights associated with such an Outlet. Using the previous example, if said Outlet desires to reinstate merchandising of Products through AUNT MILLIE'S, then DISTIBUTOR shall have the exclusive right to provide those services on AUNT MILLIE'S behalf to such Outlet.
- §12.4 ENTIRE AGREEMENT: This Agreement, together with the Bill of Sale referred to in Section 12.3 above and any other agreements executed between the parties on even date herewith, sets forth the entire agreement between the parties and supersedes all prior agreements, discussions, negotiations, understandings, representations, conditions, warranties and covenants between them with respect to this subject matter. This Agreement may be amended or modified only by a writing signed by both parties. Notwithstanding the foregoing, nothing in this Distribution Agreement and any related agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits and amendments.
Source: Item 12 — TERRITORY (FDD pages 28–29)
What This Means (2025 FDD)
According to Aunt Millies Bakeries' 2025 Franchise Disclosure Document, the Sales Area, which is the designated geographic area where a distributor has the exclusive right to distribute certain products, is defined in the Distribution Agreement. Aunt Millie's retains the right to determine which products will be sold to the distributor for resale and distribution within this Sales Area. The Sales Area may include or exclude specific outlets or areas within the geographic boundary.
Furthermore, Aunt Millie's has the right to sell products directly to an outlet if that outlet chooses a delivery method other than Direct Store Delivery. This action does not violate the distributor's rights, and the distributor is not entitled to any proceeds from such sales by Aunt Millie's. However, the distributor retains the Distribution Rights associated with that outlet, meaning that if the outlet decides to reinstate merchandising of products through Aunt Millie's, the distributor has the exclusive right to provide those services.
The Distribution Agreement, along with the Bill of Sale and any other agreements executed between the parties, constitutes the entire agreement and can only be amended or modified by a written document signed by both parties. This suggests that while the Sales Area is initially defined in the Distribution Agreement, modifications may be possible through a formal written amendment agreed upon by both Aunt Millie's and the distributor.