What sections of the Distribution Agreement address dispute resolution for Aunt Millies Bakeries?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
nt of rights in the Marks. AUNT MILLIE'S shall have the exclusive right to control any legal action regarding enforcement of rights in the Marks and AUNT MILLIE'S will bear the cost and expense of any legal action and be entitled to any recovery associated with such legal action.
ARTICLE 11 DISPUTE RESOLUTION
- §11.1 RESOLUTION OF DISPUTES: Any dispute between AUNT MILLIE'S and DISTRIBUTOR arising out of the relationship created by this Agreement shall be subject to the dispute resolution provisions set forth below. Provided however, AUNT MILLIE's reserves the right to bring an action for injunctive relief in the event DISTRIBUTOR is in default of its obligation to pay AUNT MILLIE's or any of its Affiliates, and/or is in violation of Sections 6 or 10.
- §11.2 MEDIATION: In the event of any dispute, either party shall initiate a mediation procedure within five (5) days of the date on which facts respecting the dispute first come to such party's attention, by submitting a written request for mediation to the Judicial Arbitration & Mediation Services, Inc. ("JAMS) according to its procedures, or any other mediation service mutually agreed to by the parties according to such mediator's procedures. The mediation process shall begin promptly and shall be concluded within ten (10) business days of the day the request for mediation is made, unless the parties mutually otherwise agree. Any and all discussions, negotiations, findings or other statements by the mediator and/or the parties made in connection with the mediation shall be privileged and confidential and shall not be admissible into evidence in any litigation. All mediation proceedings shall take place in the county where the principal place of business of DISTRIBUTOR is located. The expenses of the mediation service shall be borne equally by both parties, and all other expenses relating to such mediation shall be borne by the party incurring them. The commencement of any dispute resolution procedure shall not act to prevent AUNT MILLIE'S from taking any action in connection with DISTRIBUTOR's business, which may be the subject of the dispute, including the operation of DISTRIBUTOR'S route, except that AUNT MILLIE'S agrees that it will not sell, nor require
DISTRIBUTOR to sell, the Distribution Rights, as called for by Section 9.4 above, until the dispute resolution process has been concluded or the time for either party to further proceed with dispute resolution has expired.
- §11.3 ARBITRATION: If the parties are unable to resolve the dispute through mediation, either party seeking relief shall file an arbitration demand within ten (10) days following the conclusion of the mediation process, which period shall constitute an agreed time limitation, and such demand shall be limited to the cause(s) of action within the scope of the mediation conducted in accordance of Section 11.2 above. Any dispute between the parties subject to this Article shall be decided by neutral, binding arbitration conducted in accordance with the Judicial Arbitration and Mediation Services, Inc. ("JAMS"). The arbitration shall be conducted by one arbitrator and shall be held in the county where the principal place of business of DISTRIBUTOR is then located. The arbitrator shall apply the substantive law specified in Section 12.8 of this Agreement, except that with respect to arbitration matters, the provisions of the Federal Arbitration Act shall be controlling. Judgment upon the award rendered by the arbitrator shall be final and binding and may be entered in any court having jurisdiction thereof.
- §11.4 BUSINESS JUDGMENT: The parties hereto recognize, and any mediator, arbitrator or judge is affirmatively advised, that this Agreement reserves to AUNT MILLIE'S the right to take (or refrain from taking) certain actions in the exercise of its business judgment based on its assessment of the overall best interests of the network and/or Distribution Program. Where such discretion has been exercised, and is supported by the reasonable business judgment of AUNT MILLIE'S, neither a mediator nor an arbitrator nor a judge shall substitute his or her judgment for the judgment so exercised by AUNT MILLIE'S .
- §11.5 DAMAGES AND LIMITATION OF AWARDS: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES AND ALL CLAIMS TO SUCH DAMAGES ARE HEREBY WAIVED.
Source: Item 9 — FRANCHISEE'S OBLIGATIONS (FDD pages 19–20)
What This Means (2025 FDD)
According to Aunt Millies Bakeries' 2025 Franchise Disclosure Document, dispute resolution is primarily addressed in Article 11 of the Distribution Agreement. This article stipulates that any disputes between Aunt Millie's Bakeries and the distributor must first undergo mediation. If mediation fails to resolve the dispute, either party can then submit the issue to final and binding arbitration, provided they do so in a timely manner.
Article 11 outlines specific procedures for both mediation and arbitration. Mediation must be initiated within five days of either party becoming aware of the dispute and should be concluded within ten business days, unless both parties agree to extend the timeline. If arbitration is pursued, the demand must be filed within ten days following the conclusion of the mediation process. The arbitration will be conducted by a single arbitrator in the county where the distributor's principal place of business is located.
The Distribution Agreement emphasizes that all mediation, arbitration, and litigation proceedings must occur in the county where the distributor's principal business is located, although this is subject to state law. Furthermore, Section 12.8 specifies that Indiana law governs the agreements with Aunt Millie's Bakeries, while New York law applies to agreements with DSA, also subject to state law. These provisions ensure that disputes are handled locally and under a specific legal framework, providing clarity and predictability for both the franchisor and the franchisee.