Can Buona seek injunctive relief without providing due notice to the developer?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
return them to the other party upon the conclusion of the mediation. Each party agrees and acknowledges that no statements made in, or evidence specifically prepared for mediation shall be admissible for any purpose in any subsequent proceedings. Notwithstanding the foregoing,
| ADA 2025 | - 10 - |
|---|---|
| FRANCHISOR INITIALS | DEVELOPER INITIALS |
Franchisor shall have no obligation to mediate claims that are the subject of Paragraph 12.2 herein.
- 12.2 Specific Performance; Injunctive Relief**.** Provided we give you the appropriate notice, we will be entitled, without being required to post a bond, to seek the entry of temporary and permanent injunctions and orders of specific performance to: (i) enforce the provisions of this Agreement relating to your use of the Marks and the non-disclosure and non-competition obligations under this Agreement; (ii) prohibit any act or omission by Developer or its Owners 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 the BUONA franchises; (iii) prevent any other irreparable harm to our interests; (iv) enforce your obligations upon termination or expiration of this Agreement; and (v) prohibit an assignment or attempted assignment of any interest in this Agreement or Developer in violation of the applicable provisions of this Agreement. If we obtain an injunction or order of specific performance, you agree to pay us an amount equal to the total of our costs of obtaining it, including, without limitation, reasonable attorneys' fees, expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses, and any damages we incur as a result of the breach of any such provision. You further 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.
- 12.3 Arbitration.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, Buona generally must provide the developer with due notice before seeking injunctive relief. However, there are some instances where Buona can seek injunctive relief without providing notice.
Specifically, regarding disputes subject to Paragraph 12.2, Buona has no obligation to mediate claims. Paragraph 12.2 states that provided Buona gives appropriate notice, it can seek temporary and permanent injunctions and orders of specific performance to enforce provisions related to the use of marks, non-disclosure, and non-competition obligations. It also applies to prohibiting acts that violate laws, endanger the public, or impair goodwill, prevent irreparable harm, enforce obligations upon termination or expiration of the agreement, and prohibit unauthorized assignments.
However, in other cases, as stated in section 12.8, both Buona and the developer have the right to seek injunctive relief from a court of competent jurisdiction. The developer agrees that Buona may obtain injunctive relief, without posting a bond exceeding $1,000, but only upon providing due notice. The developer's sole remedy, if injunctive relief is entered, is to seek dissolution of the relief if warranted after a hearing.