What is the heading of Article 18 in the Beard Papas Franchise Agreement?
Beard_Papas Franchise · 2025 FDDAnswer from 2025 FDD Document
EEDING, OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, BROUGHT BY EITHER OF THEM AGAINST THE OTHER, WHETHER A LEGAL ACTION, IN MEDIATION, OR IN ARBITRATION.
18.L. BINDING EFFECT
This Agreement is binding upon the parties of this Agreement and their respective executors, administrators, heirs, assigns and successors in interest, and shall not be modified except by written agreement signed by both Franchisee and Franchisor.
18.M. COMPLETE AGREEMENT
This Agreement, and the Schedules and Exhibits to this Agreement, as executed and, as applicable, constitute the entire, full and complete Agreement between Franchisor and Franchisee concerning the subject matter of this Agreement and supersedes all prior related agreements between Franchisor and Franchisee. The foregoing shall not constitute and does not constitute any disclaimer as to the express representations made by Franchisor in the Franchise Disclosure Document disclosed to Franchisee in connection with this Franchise Agreement.
18.N. ATTORNEY FEES AND EXPENSES
Franchisee agrees that in the event that an arbitrator in any arbitration proceeding and/or, a court of competent jurisdiction shall issue an award, judgment, decision and/or order finding, holding and/or declaring Franchisee's breach of this Agreement than Franchisor shall also be entitled to the recovery of all reasonable attorney fees, costs and expenses associated with and/or related to such arbitration and/or litigation. Said fees, costs and expenses shall include, but not be limited to, attorney fees, arbitration fees, arbitrator fees, deposition expenses, expert witness fees and filing fees.
18.O. NO CLASS ACTION OR MULTI-PARTY ACTIONS
FRANCHISOR AND FRANCHISEE AGREE THAT ALL PROCEEDINGS AND/OR LEGAL ACTIONS ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR THE OFFER AND SALE OF THE BEARD PAPA'S FRANCHISE FROM FRANCHISOR TO FRANCHISEE, WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT A CLASS-WIDE BASIS, AND, THAT ANY PROCEEDING BETWEEN FRANCHISEE, FRANCHISEE'S OWNERS, SPOUSES AND/OR GUARANTORS AND FRANCHISOR AND/OR FRANCHISOR'S AFFILIATES, OFFICERS, DIRECTORS AND/OR EMPLOYEES MAY NOT BE CONSOLIDATED WITH ANY OTHER PROCEEDING BETWEEN FRANCHISOR AND ANY OTHER THIRD PARTY.
18.P. ACCEPTANCE BY FRANCHISOR
This Agreement will not be binding on Franchisor unless and until an authorized officer of Franchisor has signed it.
18.Q. OPPORTUNITY FOR REVIEW BY FRANCHISEE'S ADVISORS
Franchisor recommends that Franchisee have this Agreement and the Franchise Disclosure Document reviewed by Franchisee's lawyer, accountant, and other business advisors, prior to signing this Agreement.
18.R. NO PERSONAL LIABILITY BY FRANCHISOR'S EMPLOYEES, OFFICERS OR AGENTS
Franchisee agrees that the fulfillment of any of Franchisor's obligations written in this Agreement or based on any oral communications ruled to be binding in a court of law shall be Franchisor's sole obligation and none of Franchisor's employees, officers and/or authorized agents shall be personally liable to Franchisee for any reason. In addition to the foregoing, Franchisor and Franchisee are not joint employers.
Source: Item 23 — RECEIPTS (FDD pages 58–275)
What This Means (2025 FDD)
According to the 2025 Beard Papas Franchise Disclosure Document, there are multiple headings for Article 18, depending on the specific clause. Article 18.M is titled "COMPLETE AGREEMENT," which specifies that the franchise agreement, along with its schedules and exhibits, constitutes the entire agreement between Beard Papas and the franchisee, superseding any prior agreements. Article 18.N is titled "ATTORNEY FEES AND EXPENSES," which stipulates that if a franchisee is found to be in breach of the agreement, Beard Papas is entitled to recover all reasonable attorney fees, costs, and expenses associated with arbitration or litigation. Article 18.O is titled "NO CLASS ACTION OR MULTI-PARTY ACTIONS," which states that all legal actions related to the franchise agreement will be conducted on an individual basis, preventing class-wide or consolidated proceedings. Article 18.P is titled "ACCEPTANCE BY FRANCHISOR," which clarifies that the agreement is not binding on Beard Papas until it is signed by an authorized officer of the company.
Additionally, the North Dakota Franchise Agreement Amendment modifies Article 18 with several clauses specific to franchisees in North Dakota. These amendments address issues such as the enforceability of covenants related to jurisdiction of courts outside North Dakota, the application of North Dakota law, and waivers of trial by jury or exemplary and punitive damages. These modifications ensure that the franchise agreement complies with the North Dakota Franchise Investment Law.
Prospective franchisees should carefully review Article 18 and all its sub-sections to understand their rights and obligations, especially concerning legal proceedings, attorney fees, and the overall scope of the agreement. Franchisees in North Dakota should pay particular attention to the amendments that provide additional protections under state law. Understanding these provisions is crucial for making informed decisions about entering into a franchise agreement with Beard Papas.