Under the Beverly Anns Cookie Franchise Agreement, what is the definition of 'Force Majeure'?
Beverly_Anns_Cookie Franchise · 2025 FDDAnswer from 2025 FDD Document
Force Majeure
No party shall be liable for any loss or damage that arises directly or indirectly through or as a result of any failure or delay in the fulfilment its obligations in whole or in part (other than the payment of money as may be owed by a party) under this Franchise Agreement where the delay or failure is due to "Force Majeure."
Upon completion of a Force Majeure event, the party affected must as soon as reasonably practicable recommence the performance of its obligations under this Franchise Agreement. Any delay resulting from
an event of Force Majeure will extend performance accordingly or excuse performance (other than payment of money), in whole or in part, only to the extent reasonable under the circumstances. However, in the event the Force Majeure continues for a period of six months or more, then the unaffected party may, at its option, terminate this Franchise Agreement by thirty (30) days prior written notice to the party asserting such Force Majeure. An event of Force Majeure does not relieve a party from liability for an obligation which arose before the occurrence of the event, nor does that event affect any obligation to pay money owed under the Franchise Agreement or to indemnify us, whether such obligation arose before or after the Force Majeure event. An event of Force Majeure shall not affect your obligations to comply with any restrictive covenants in this Franchise Agreement during or after the Force Majeure event.
Source: Item 23 — RECEIPTS (FDD pages 57–235)
What This Means (2025 FDD)
According to Beverly Anns Cookie's 2025 Franchise Disclosure Document, a 'Force Majeure' event excuses a party from liability for losses or damages resulting from a failure or delay in fulfilling obligations under the Franchise Agreement. This applies to failures or delays caused by events beyond the party's control. However, this exception does not apply to the payment of money owed by a party.
If a Force Majeure event occurs, the affected party must resume performing its obligations as soon as reasonably possible. Delays caused by such events will extend the performance timeline or excuse performance altogether, except for monetary obligations. If the Force Majeure continues for six months or more, the unaffected party has the option to terminate the Franchise Agreement with thirty days' written notice to the party claiming Force Majeure.
It's important to note that a Force Majeure event does not relieve a party from obligations that arose before the event or affect the obligation to pay money owed under the Franchise Agreement or to provide indemnification. Additionally, the franchisee's obligations to comply with restrictive covenants in the Franchise Agreement remain in effect during and after a Force Majeure event. This means that even if unforeseen circumstances disrupt operations, certain financial and competitive restrictions still apply.