Does the Aw franchise agreement limit the remedies available to either party?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
or supporting records; or any other failure to comply with this Agreement, you shall reimburse us for any such costs and expenses which we incur including but not limited to attorneys' and accounting fees and collection agency fees.
18.6. WAIVER OF JURY TRIAL. EACH PARTY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, BROUGHT BY EITHER PARTY.
- 18.7. Limitation of Damages. Except as explicitly provided in this Agreement, for any claim concerning performance or non-performance by either party pursuant to, or in any way related to the subject matter of this Agreement, any party's sole liability, if any, shall be limited by actual damages. For any claim that arises out of or in connection with this Agreement, whether such claim is in contract, tort or otherwise, except as otherwise explicitly provided herein, under no circumstances shall either party be liable for indirect, exemplary, incidental, consequential, aggravated or punitive damages, including, but not limited to, loss of anticipated income, profits or savings, or loss resulting from business interruption.
- 18.8 Limitation of Claims. Except for claims by us against you concerning the underreporting of Gross Revenue, for non-payment of any fee due under this Agreement, intellectual property infringement/violations, claims for violation of post-termination obligations, including, but not limited to, a breach of the covenant not to compete, and for claims against you by us relating to third party claims or suits brought against us as a result of your operation of the Papa Ray's Pizza Restaurant business, any and all claims arising out of or relating to this Agreement or the relationship between or among the parties hereto shall be barred unless an arbitration or legal proceeding is commenced within one (1) year from the date the claiming party knew or should have known of the facts giving rise to such claims.
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, the franchise agreement includes certain limitations on damages and claims. Specifically, for any claim related to the agreement, the liability of either party is limited to actual damages. Neither party is liable for indirect, exemplary, incidental, consequential, aggravated, or punitive damages, including loss of income, profits, savings, or business interruption losses.
There is also a limitation on claims, stating that any claims arising out of the agreement must be commenced within one year from the date the claiming party knew or should have known of the facts giving rise to such claims. However, this limitation does not apply to claims by Aw against the franchisee for underreporting of gross revenue, non-payment of fees, intellectual property infringement, violation of post-termination obligations (such as breach of the covenant not to compete), or claims related to third-party suits resulting from the franchisee's operation.
Furthermore, the Aw franchise agreement includes a waiver of jury trial, where both parties irrevocably waive their right to a jury trial in any action related to the agreement. However, the rights and remedies granted in the agreement do not prevent either party from exercising any other right or remedy provided under the agreement or permitted by law or equity. For franchisees in Illinois, certain provisions are modified to comply with the Illinois Franchise Disclosure Act, including stipulations that the limitations on claims do not apply to claims under this act and that franchisees cannot waive compliance with any provision of the Illinois Franchise Disclosure Act.