Is Buona liable for any expenses, losses, or damages sustained by the franchisee as a result of modifications to the system?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor shall not be liable to Franchisee for any expenses, losses or damages sustained by Franchisee as a result of any of the modifications contemplated hereby.
Franchisee hereby covenants not to commence or join in any litigation or other proceeding against Franchisor or any third party complaining of any such modifications or seeking expenses, losses or damages caused thereby.
Franchisee expressly waives any claims, demands or damages arising from or related to the foregoing activities including but not limited to any claim of breach of contract, breach of fiduciary duty, fraud, and/or breach of the implied covenant of good faith and fair dealing.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, Buona will not be held liable for any expenses, losses, or damages that a franchisee incurs due to modifications to the Buona system. The franchisee is expected to accept and implement any changes or modifications to the system as if they were part of the original agreement.
Furthermore, the franchisee agrees not to participate in any litigation against Buona or any third party regarding these modifications or to seek compensation for any related expenses, losses, or damages. The franchisee also waives any claims, demands, or damages related to these modifications, including claims of breach of contract, breach of fiduciary duty, fraud, or breach of the implied covenant of good faith and fair dealing.
This clause highlights a significant risk for prospective Buona franchisees. Buona retains the right to modify its system, and franchisees must bear the costs of implementing these changes without recourse for compensation. This is a fairly common practice in franchising, as franchisors need the flexibility to adapt to changing market conditions and maintain brand standards. However, it places the financial burden of these changes squarely on the franchisee.