Can partners of the Buff City Soap franchisee join in an arbitration proceeding?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
No party except Franchisor (including its employees, agents, officers or directors and its parent, subsidiary or affiliated companies) and Franchisee (including where applicable the immediate family members, owners, heirs, executor, successors, assigns, shareholders, partners, and guarantors (as applicable) may join in or become a party to any arbitration proceeding arising under or related to this Agreement or any other agreement between Franchisor and Franchisee, the relationship between Franchisor and Franchisee, the scope and validity of this Agreement or any other agreement between Franchisor and Franchisee, specifically including whether any specific claim is subject to arbitration at all (i.e. arbitrability questions) and/or the offer or sale of the franchise opportunity; and further, the arbitrator will not be authorized to permit any person or entity that is not a Party to this Agreement or identified in this paragraph to be involved in or to participate in any arbitration conducted pursuant to this Agreement.
Source: Item 23 — Receipts (FDD pages 69–186)
What This Means (2025 FDD)
According to the 2025 FDD, the Buff City Soap franchise agreement specifies who can be a party to an arbitration proceeding. Besides the franchisor, its employees, agents, officers, directors, parent, subsidiary, and affiliated companies, the franchisee can also include immediate family members, owners, heirs, executors, successors, assigns, shareholders, partners, and guarantors in the arbitration.
However, the FDD stipulates that no party other than those listed above can join or become a party to any arbitration proceeding. The arbitrator is not authorized to permit any person or entity not explicitly listed to be involved in or participate in any arbitration conducted pursuant to the Franchise Agreement. This means that if someone is not within the defined list (e.g., a silent investor who is not a shareholder or partner), they cannot participate in the arbitration.
Buff City Soap emphasizes that any claim or dispute must be arbitrated on an individual basis and not as a class action or representative action. Franchisees expressly waive any right to arbitrate or litigate as a class action or in a private attorney general capacity. Any questions regarding the interpretation or enforceability of this prohibition on class-wide or representative arbitration will be resolved by a court of competent jurisdiction, not the arbitrator.