What other damages and amounts can Better Blend claim in addition to liquidated damages?
Better_Blend Franchise · 2024 FDDAnswer from 2024 FDD Document
Franchisee's payment to BBF under this Section will be in lieu of any direct monetary damages that BBF may incur as a result of BBF's loss of Royalty Fees and Marketing Fund Contributions that would have been owed to BBF after the date of termination; however, such payment shall be in addition to all damages and other amounts arising under Section 14.3 and Section 14.4, BBF's right to injunctive relief for enforcement of Article 13, and any attorneys' fees and other costs and expenses to which BBF is entitled under this Agreement.
Except as provided in this Section, Franchisee's payment of this lump sum shall be in addition to any other right or remedy that BBF may have under this Agreement or otherwise.
If liquidated damages are prohibited by applicable law or are otherwise deemed unenforceable for any reason, then Franchisee shall be liable for BBF's actual damages (including, without limitation, lost future profits) instead of liquidated damages.
Source: Item 22 — CONTRACTS (FDD page 43)
What This Means (2024 FDD)
According to Better Blend's 2024 Franchise Disclosure Document, if a franchisee makes a payment to Better Blend in lieu of direct monetary damages resulting from the loss of Royalty Fees and Marketing Fund Contributions after termination, this payment is in addition to several other potential claims. Better Blend retains the right to pursue damages and other amounts arising under Section 14.3 and Section 14.4 of the franchise agreement. They can also seek injunctive relief to enforce Article 13, which likely pertains to specific obligations or restrictions on the franchisee. Furthermore, Better Blend can claim attorneys' fees and other costs and expenses if the franchise agreement entitles them to it.
In cases where liquidated damages are either prohibited by law or deemed unenforceable, the franchisee becomes liable for Better Blend's actual damages. This includes, but isn't limited to, lost future profits that Better Blend could have reasonably expected to earn had the franchise agreement not been terminated. This provision highlights the importance of understanding the circumstances under which liquidated damages might not apply and the potential exposure to a claim for actual damages, which could be substantial.
Additionally, the FDD defines "Losses" very broadly, including all losses, damages, fines, charges, expenses, lost profits, reasonable attorneys' fees, travel expenses, expert witness fees, court costs, settlement amounts, judgments, loss of Better Blend's reputation and goodwill, costs of delays, financing, advertising costs, and expenses related to recalls, refunds, compensation, and public notices. This comprehensive definition suggests that Better Blend aims to recover a wide array of potential financial detriments resulting from a franchisee's breach or termination of the agreement. A prospective franchisee should carefully review these sections of the Franchise Agreement to fully understand the scope of potential liabilities beyond liquidated damages.