Do Buona and its franchisees waive their rights to a trial by jury?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding the foregoing, Franchisor shall have no obligation to mediate before commencing litigation in the following circumstances: (i) In the event Franchisor seeks the entry of temporary and permanent injunctions and orders of specific performance in a court of competent jurisdiction to: (a) enforce the provisions of this Agreement relating to Franchisee's use of the Marks and/or your non-disclosure and non-competition obligations under this Agreement; (b) prohibit any act or omission by Franchisee or Franchisee's employees that constitutes a violation of any applicable law, ordinance or regulation, constitutes
a danger to the public, or may impair the goodwill associated with the Marks or cause irreparable harm to Franchise, the System, the Marks and/or other Buona franchises. agree to waive any claims for damages in the event there is a later determination that an injunction or specific performance order was issued improperly; (ii) in the event Franchisor is filing suit to enforce Franchisee's obligations to pay Franchisor under this Agreement and to seek collection of such fees due and owing to Franchisor; and (iii) in the event Franchisee has abandoned the Franchised Business or has lost its right to possess the premises of the Franchised Business so that the Franchised Business is no longer operating.
- 24.2 Arbitration.
Except for controversies, disputes or claims related to or based on Franchisee's use of the Marks or Confidential Information, Franchisee's compliance with its noncompetition obligations and any rights Franchisor may have to possession of the premises of the Buona Business under any sublease, lease or collateral assignments, all controversies, disputes or claims between Franchisor, its affiliates, and their respective owners, officers, directors, agents, employees and attorneys, and Franchisee (its affiliates and owners and guarantors, if applicable), arising out of or related to this Agreement or any other agreement between the parties; the parties' rights and obligations under this Agreement; Franchisor's relationship with Franchisee or the obligations by and between the parties; or the validity of this Agreement or any other agreement between Franchisor and Franchisee or any provision of such agreements, will be submitted to binding Arbitration administered by the American Arbitration Association ("AAA") in accordance with the AAA's then-current Commercial Arbitration Rules.
Source: Item 23 — RECEIPTS (FDD pages 78–356)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, franchisees agree to waive any claims for damages if an injunction or specific performance order is later determined to have been issued improperly. This waiver is part of the agreement under which Buona may seek injunctions and orders of specific performance against a franchisee in certain situations. These situations include enforcing the franchisee's obligations regarding the use of Buona's marks, non-disclosure, and non-competition agreements, or to prevent actions that violate laws or harm Buona's goodwill.
In most disputes not involving the use of Buona's marks or confidential information, non-competition obligations, or rights to the premises, controversies will be submitted to binding arbitration. This arbitration is administered by the American Arbitration Association (AAA) and follows its Commercial Arbitration Rules. The arbitration clause covers disputes between Buona, its affiliates, and their owners, officers, directors, agents, employees, and attorneys, and the franchisee, their affiliates, owners, and guarantors. The disputes subject to arbitration include those arising out of the Franchise Agreement or any other agreement between the parties, their rights and obligations, the relationship between Buona and the franchisee, or the validity of the agreements.
This means that a Buona franchisee gives up the right to a jury trial for certain disputes, agreeing instead to resolve those disputes through arbitration. However, Buona retains the right to pursue litigation in certain cases, such as to enforce intellectual property rights or collect payments. The franchisee also waives the right to claim damages if a court-ordered injunction is later found to be improper. Prospective franchisees should understand the implications of these provisions, as they affect how disputes with Buona will be resolved.