What is the definition of 'Force Majeure' in the context of the Bigfoot Forestry franchise agreement?
Bigfoot_Forestry Franchise · 2025 FDDAnswer from 2025 FDD Document
"Force Majeure" means acts or circumstances that are beyond a party's control, including fire, storm, flood, earthquake, explosion or accident, acts of war or terrorism, rebellion, insurrection, sabotage, epidemic, failures or delays of transportation and strikes, provided that: (a) the non-performing party promptly notifies the other party of the Force Majeure event; (b) the non-performing party is without fault
and the delay or failure could not have been prevented by reasonable precautions by the non-performing party; (c) nothing herein shall excuse or permit any delay or failure to pay fees or other amounts owed on the applicable due date; (d) insolvency, lack of required funds or financing, currency fluctuations, currency devaluations, foreign exchange controls or inflation shall never be deemed Force Majeure; and (e) an epidemic or pandemic of a contagious illness or disease, or economic or financial changes caused by an epidemic or pandemic of a contagious illness or disease, shall never be deemed Force Majeure except to the extent a Governmental Authority mandates closure (or prevents the opening) of the Bigfoot Forestry Business as a result of such epidemic or pandemic.
Source: Item 23 — RECEIPT (FDD pages 42–162)
What This Means (2025 FDD)
According to the 2025 Bigfoot Forestry Franchise Disclosure Document, "Force Majeure" refers to events beyond a party's control that may excuse non-performance under the franchise agreement. These events include specific circumstances such as fires, storms, floods, earthquakes, explosions, accidents, acts of war or terrorism, rebellion, insurrection, sabotage, epidemics, transportation failures or delays, and strikes.
However, to qualify as Force Majeure, the non-performing party must promptly notify the other party of the event and must be without fault in causing the event. Furthermore, the delay or failure to perform could not have been prevented by reasonable precautions. This means a Bigfoot Forestry franchisee can't claim Force Majeure if they could have taken steps to mitigate the impact of the event.
Importantly, certain situations are explicitly excluded from being considered Force Majeure. These include insolvency, lack of funds or financing, currency fluctuations, currency devaluations, foreign exchange controls, or inflation. Additionally, an epidemic or pandemic, or economic changes resulting from one, are not considered Force Majeure unless a Governmental Authority mandates the closure (or prevents the opening) of the Bigfoot Forestry Business as a direct result. This clause highlights that general economic downturns or health crises, in themselves, do not excuse performance unless there is a direct government order impacting the business's operations.
This definition is crucial for prospective Bigfoot Forestry franchisees as it outlines the circumstances under which they may be excused from their contractual obligations due to unforeseen events. However, it also clarifies that financial difficulties or general economic conditions will not be considered valid reasons for non-performance, placing the onus on franchisees to manage their business and finances responsibly.