Are Franchisees personally liable for all advertising obligations due to Bang Cookies under Article 9 of the Franchise Agreement?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
pursuant to Article 18.M. of this Agreement, this written Agreement represents the sole Agreement between Franchisor and Franchisee.
18.S. NON-UNIFORM AGREEMENTS
Franchisee agrees that Franchisor makes no representations or warranties that all other agreements with Bang Cookies Franchise LLC franchisees entered into before or after the Effective Date do or will contain terms substantially similar to those contained in this Agreement. Franchisee agrees that Franchisor may waive or modify comparable provisions of other Franchise Agreements to other System franchisees in a non-uniform manner.
18.T NO RIGHT TO OFFSET
Franchisee shall not, on grounds of the alleged nonperformance, material breach, or default by Franchisor of this Agreement, any other agreement between Franchisor and Franchisee, or for any other reason, withhold any payment, fee, or any other amount payable by Franchise to Franchisor pursuant to this Agreement, including, without limitation, the payment of the Royalty Fee and Advertising Contributions, or any other payment obligation by Franchisee to Franchisor.
Source: Item 23 — RECEIPTS (FDD pages 56–245)
What This Means (2024 FDD)
Based on the 2024 Bang Cookies Franchise Disclosure Document, the franchisee is responsible for advertising contributions. Specifically, the franchisee cannot withhold payments, including advertising contributions, due to alleged non-performance by Bang Cookies. This means a franchisee is obligated to pay advertising fees as outlined in the agreement, regardless of any disputes or claims of non-performance against Bang Cookies.
Furthermore, Bang Cookies has the discretion to apply payments received from the franchisee to any past due indebtedness, including advertising contributions. This indicates that if a franchisee has outstanding debts, Bang Cookies can allocate any payments received towards those debts, ensuring that advertising contributions are prioritized if necessary.
However, the FDD excerpts provided do not specify whether franchisees are personally liable for all advertising obligations under Article 9 of the Franchise Agreement. The excerpts focus on the franchisee's obligation to make advertising contributions and the franchisor's right to allocate payments. To fully answer this question, a prospective franchisee should review the specific language of Article 9 within the Franchise Agreement and seek clarification from Bang Cookies regarding personal liability for advertising obligations.