Does the 'Force Majeure' clause in the Buona franchise agreement extend the term of the agreement?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
Neither you nor the Franchisor will be liable for loss or damage or deemed to be in breach of this Agreement if the failure to perform our respective obligations results from: (1) transportation shortages or inadequate supply of labor, material or energy beyond the control of the parties, or the voluntary foregoing of the right to acquire or use any of the foregoing in order to accommodate or comply with the orders, requests, regulations, recommendations or instructions of any federal, state or municipal government or any department or agency thereof; (2) compliance with any law, ruling, order, regulation, requirement or instruction of any federal, state, or municipal government or any department or agency thereof; (3) acts of God; (4) acts or omissions of the other party; (5) fires, strikes, embargoes, war, riot, acts of terrorism, or pandemic; or (6) any other similar event or cause.
Any delay resulting from any of the causes set forth above will extend performance accordingly or excuse performance, in whole or in part, as may be reasonable.
However, this clause shall not apply or not result in an extension of the term of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, the Force Majeure clause does not extend the term of the agreement. The agreement states that neither the franchisee nor Buona will be held liable for failure to perform their obligations if it results from certain events such as transportation shortages, compliance with laws, acts of God, acts of either party, fires, strikes, embargoes, war, riot, acts of terrorism, or pandemics.
While a delay resulting from these events may extend performance or excuse it in whole or in part, the agreement explicitly states that the Force Majeure clause will not result in an extension of the term of the agreement. This means that even if unforeseen circumstances covered by the Force Majeure clause cause delays or disruptions, the franchise agreement's expiration date remains unchanged.
This provision provides clarity and protects both Buona and the franchisee by outlining specific circumstances under which neither party will be held liable for non-performance. However, it's crucial to recognize that while performance may be excused or extended, the overall term of the agreement remains fixed, regardless of any Force Majeure events that may occur during the franchise term.