Under what circumstances is neither the franchisee nor Buona liable for failure to perform their obligations under the franchise agreement due to 'Force Majeure'?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
- 13.5 Force Majeure**.** 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, under Section 13.5, "Force Majeure", neither the franchisee nor Buona will be held liable for loss or damage, nor will they be considered in breach of the agreement, if their failure to perform their obligations is due to certain unavoidable circumstances. These circumstances include transportation shortages, inadequate supply of labor, material, or energy beyond their control. This also covers voluntarily foregoing the right to acquire or use these resources to comply with governmental orders or regulations.
Further circumstances absolving liability include compliance with any law, ruling, order, regulation, requirement, or instruction from any federal, state, or municipal government. Acts of God, such as natural disasters, and the acts or omissions of the other party are also included. Other events that fall under force majeure are fires, strikes, embargoes, war, riot, acts of terrorism, or pandemics. Finally, any other similar event or cause that is beyond the parties' control can excuse performance.
Any delay resulting from these force majeure events will extend the performance timeline or excuse performance altogether, either in whole or in part, as deemed reasonable. However, it is important to note that this clause does not apply to or result in an extension of the term of the Franchise Agreement itself. This means that while performance of certain obligations may be excused or delayed, the overall duration of the franchise agreement remains unchanged.