What is the exclusive venue for disputes between Buona and a developer?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
Developer and Franchisor have negotiated regarding a forum in which to resolve any disputes which may arise between them and have agreed to select a forum in order to promote stability in their relationship.
Therefore, if a claim is asserted in any legal proceeding involving Developer and/or any affiliate of Developer and Franchisor, its Affiliates and their respective officers, directors, members, managers, and employees, the parties agree that the exclusive venue for disputes between them shall be in the state and federal courts of Cook County, Illinois or in arbitration in Cook County, Illinois pursuant to this Article XII, and each party waives any objection they may have to the personal jurisdiction of or venue in the state and federal courts of Cook County, Illinois or to arbitration in Cook County, Illinois pursuant to this Article XII.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, the exclusive venue for resolving disputes between Buona and a developer, including their affiliates, officers, directors, members, managers, and employees, is in the state and federal courts of Cook County, Illinois, or through arbitration in Cook County, Illinois. This agreement is designed to promote stability in their relationship. Both parties also waive any objections to personal jurisdiction or venue in these courts or to arbitration in Cook County.
This means that if a developer has a legal dispute with Buona, they must pursue the matter in Cook County, Illinois, either in the state or federal courts there, or through arbitration within the same county. This clause centralizes legal proceedings to a specific location, which can be advantageous for Buona by keeping legal matters in a familiar jurisdiction.
However, both Buona and the developer retain the right to seek injunctive relief and associated damages from a court of competent jurisdiction, regardless of the arbitration provisions. Buona can obtain injunctive relief by posting a bond not exceeding $1,000, with the developer's sole remedy being the dissolution of the injunctive relief if warranted after a hearing. This exception allows either party to quickly seek court intervention to prevent immediate harm while still adhering to the broader agreement on dispute resolution venues.
Furthermore, neither Buona nor the developer can consolidate or combine an arbitration proceeding with another arbitration or attempt to certify a class action against the other. However, if the developer is controlled by, controls, or is in active concert with another Buona developer, or if there is a guarantor of the developer's obligations, those parties can be joined in any arbitration between Buona and the developer. Similarly, owners, directors, officers, members, managers, partners, or other representatives or agents of either party can be joined in such proceedings.