Does the Better Blend franchise agreement require disputes about arbitrability to be resolved by arbitration?
Better_Blend Franchise · 2024 FDDAnswer from 2024 FDD Document
ct after this Agreement ends.
- 16.2 Assumption. An Indemnitee may elect to assume the defense of any Action subject to this indemnification, and control all aspects of defending the Action, including negotiations and settlement, at Franchisee's expense. Such an undertaking shall not diminish Franchisee's obligation to indemnify the Indemnitees.
ARTICLE 17. DISPUTE RESOLUTION
17.1 Arbitration.
- (a) Disputes Subject to Arbitration. Except as expressly provided in subsections (c) and (d), any controversy or claim between the parties (including any controversy or claim arising out of or relating to this Agreement or its formation and including any question of arbitrability) shall be resolved by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, including the Optional Rules for Emergency Measures of Protection. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.
- (b) Location. The place of arbitration shall be the city and state where BBF's headquarters are located.
- (c) Injunctive Relief. Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy or right to arbitrate under this Agreement, seek from any court having jurisdiction any interim or provisional injunctive relief.
- (d) Intellectual Property Claims. Either party may bring a claim involving an alleged infringement of any of BBF's intellectual property rights in a court authorized to hear such claims under Section 17.5 of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 43)
What This Means (2024 FDD)
According to Better Blend's 2024 Franchise Disclosure Document, the franchise agreement specifies that any controversy or claim between the parties, including questions regarding arbitrability, will be resolved through arbitration. This arbitration is to be administered by the American Arbitration Association, following its Commercial Arbitration Rules, which include the Optional Rules for Emergency Measures of Protection. The agreement also states that a court with jurisdiction can enter a judgment on the arbitrator's award.
For a prospective Better Blend franchisee, this means that if a dispute arises with the franchisor, including disagreements about whether a particular issue is subject to arbitration, the dispute will be settled through arbitration rather than in court. This process is designed to be a more efficient and less costly method of dispute resolution compared to traditional litigation. However, the franchisee should be aware of the rules and procedures of the American Arbitration Association to understand their rights and obligations during the arbitration process.
The location for arbitration will be the city and state where Better Blend's headquarters are located. Despite the arbitration requirement, both Better Blend and the franchisee retain the right to seek injunctive relief from an arbitrator or a court, without waiving their right to arbitrate, for interim protection until the dispute is resolved. This ensures that either party can take immediate action to protect their interests, such as intellectual property rights, while the arbitration is ongoing.
It's important to note that all documents, information, and results related to any arbitration or lawsuit will be kept confidential, except where disclosure is required by law or for Better Blend to comply with applicable laws and regulations related to the sale of franchises. Both Better Blend and the franchisee are expected to continue performing their obligations under the franchise agreement during any arbitration or litigation, unless the agreement has been terminated.