Do the arbitration and litigation provisions of the Better Blend franchise agreement apply to actions against BBF's officers and directors?
Better_Blend Franchise · 2024 FDDAnswer from 2024 FDD Document
- 17.7 Franchisor Personnel. The provisions of this Article 17 will apply to any Action by Franchisee or its Owners against BBF's officers, directors, shareholders, members, employees, and/or agents.
Nothing in this Agreement authorizes any Action against BBF's officers, directors, shareholders, members, employees, and/or agents or makes those persons liable for BBF's conduct.
Source: Item 22 — CONTRACTS (FDD page 43)
What This Means (2024 FDD)
According to the 2024 Better Blend Franchise Disclosure Document, the arbitration and litigation provisions outlined in Article 17 of the franchise agreement extend to actions brought by a franchisee or their owners against Better Blend's officers, directors, shareholders, members, employees, and/or agents. However, the agreement explicitly states that it does not authorize any action against these individuals nor does it make them liable for Better Blend's conduct.
This means that while a franchisee can pursue dispute resolution against Better Blend's personnel through arbitration or litigation as specified in the agreement, the agreement itself does not create any new grounds for liability against those individuals. The franchisee would still need to establish a legal basis for holding these individuals personally liable for Better Blend's actions.
This provision is fairly common in franchise agreements, as it aims to provide a consistent dispute resolution process while also protecting the personal assets and autonomy of the franchisor's personnel. It clarifies that disputes should primarily be directed at the company itself, rather than individual employees or executives, unless there is a separate and independent basis for holding them liable.