Does the Bambu MUD Agreement specify a method for dispute resolution?
Bambu Franchise · 2025 FDDAnswer from 2025 FDD Document
- 8.1. Disputes/Governing Law. The parties agree that any dispute between the parties arising out of the terms of this MUD Agreement shall be governed by the applicable provisions of the Franchise Agreement executed concurrently herewith including the arbitration, choice of law, and venue provisions, which terms and conditions are by this reference incorporated herein. This MUD Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.
23. DISPUTE RESOLUTION
23.1 Arbitration. All controversies, disputes, claims, causes of action and/or alleged breaches or failures to perform between Bambu, its subsidiaries and affiliated companies, and/or its or their shareholders, members, managers, officers, directors, agents, employees and attorneys, in their representative capacity (collectively, the "Bambu Affiliates"), on the one side, and Franchisee, and its affiliated companies and/or its or their Bambū Certified Team Leaders, employees, officers, directors, owners, and/or guarantors (collectively, the "Franchisee Affiliates"), on the other side, if applicable, arising out of or related to: (1) this Agreement; (2) the relationship of the parties; (3) the validity of this Agreement; or (4) any Bambū system will be submitted for binding arbitration to either the Judicial Arbiter Group ("JAG") or the American Arbitration Association ("AAA"), as selected by the party submitting the demand; except for actions brought which are related to or based on the Marks or to enforce the provisions of Article 21 of this Agreement, which actions Bambu, at its option, may bring either in a court of competent jurisdiction or in arbitration. Notwithstanding the language above, if the action is based on a separate agreement or instrument between Franchisee or any of the Franchisee Affiliates and Bambu or any of the Bambu Affiliates, such as a promissory note or lease, the dispute resolution procedure in that agreement or instrument will control rather than this Section 23.1; provided, that, at Bambu's sole option, any claim of Bambu or any Bambu Affiliates against Franchisee or any of the Franchisee Affiliates based on such other agreement or instrument may be brought in arbitration in conjunction with a dispute between the parties
- 8.10.
Attorneys' Fees and Costs.
In the event of any dispute between the parties to this MUD Agreement, in addition to all other remedies, the non-prevailing party will pay the prevailing party all amounts due and all damages, costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in any legal action, arbitration, mediation, or other proceeding as a result of such dispute, plus interest at the highest rate allowable by law, accruing from the date of such default.
- 8.11.
Injunctive Relief.
Nothing herein shall prevent Bambu or Franchisee from seeking injunctive relief to prevent irreparable harm, in addition to all other remedies.
Source: Item 23 — Receipts (FDD pages 52–209)
What This Means (2025 FDD)
According to Bambu's 2025 Franchise Disclosure Document, the MUD (Multi-Unit Development) Agreement outlines specific procedures for dispute resolution. In the event of disputes arising from the MUD Agreement, the terms of the Franchise Agreement, executed concurrently, will govern the dispute resolution process, including arbitration, choice of law, and venue. This means a prospective franchisee should carefully review the dispute resolution terms outlined in the Franchise Agreement, as those terms will be directly applicable to any disputes arising under the MUD Agreement.
Specifically, all controversies, disputes, claims, causes of action and/or alleged breaches or failures to perform between Bambu and the franchisee will be submitted for binding arbitration to either the Judicial Arbiter Group (“JAG”) or the American Arbitration Association (“AAA”), as selected by the party submitting the demand. An exception exists for actions related to the Marks or to enforce the provisions of Article 21 of the Franchise Agreement, which Bambu may bring either in a court of competent jurisdiction or in arbitration, at its option. If a dispute arises from a separate agreement or instrument, such as a promissory note or lease, the dispute resolution procedure in that specific agreement will take precedence, unless Bambu opts to include it in arbitration with other disputes.
Additionally, if there is any dispute between the parties to the MUD Agreement, the non-prevailing party will be responsible for paying the prevailing party's amounts due, damages, costs, and expenses, including reasonable attorneys' fees. This applies to any legal action, arbitration, mediation, or other proceeding resulting from the dispute, with interest accruing from the date of default at the highest rate allowable by law. However, nothing prevents Bambu or the franchisee from seeking injunctive relief to prevent irreparable harm, in addition to all other available remedies.
This multi-faceted approach to dispute resolution ensures that various types of disagreements are addressed through appropriate mechanisms, whether it's arbitration for general disputes, court actions for intellectual property matters, or specific procedures outlined in separate agreements. Prospective franchisees should understand these provisions and their implications, especially regarding costs and the potential for binding arbitration, which limits the ability to pursue claims in court.