Under what circumstances is an Aunt Millies Bakeries distributor not responsible for failures?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
§4.4 NON-COMPLIANCE: Failure to carry out the obligations listed in this Article or elsewhere in this Agreement shall be considered a breach of this Agreement and shall entitle AUNT MILLIE'S to terminate this Agreement as more specifically set forth in Article 9 hereof, except that DISTRIBUTOR shall not be responsible for failures caused by Force Majeure; provided, however, that an event of Force Majeure shall not excuse DISTRIBUTOR from any obligations to pay for Products pursuant to Article 3.
Source: Item 23 — RECEIPT (FDD pages 44–196)
What This Means (2025 FDD)
According to Aunt Millies Bakeries' 2025 Franchise Disclosure Document, a distributor is generally responsible for fulfilling their obligations under the Distribution Agreement. However, there is an exception: the distributor is not held responsible for failures that are caused by "Force Majeure."
The FDD does not define "Force Majeure" within the excerpt provided. Typically, this term refers to unforeseeable circumstances that prevent someone from fulfilling a contract. Common examples include natural disasters (like floods, earthquakes, or hurricanes), war, terrorism, labor strikes, or government regulations.
However, even in the event of a Force Majeure, an Aunt Millies Bakeries distributor remains obligated to pay for any products they have received. This means that while the distributor may be excused from certain performance failures due to unforeseen events, their financial responsibility for products already delivered is not waived. A prospective franchisee should seek clarification from Aunt Millie's Bakeries regarding what specific events are included under the definition of "Force Majeure."