Under what condition is a Buona franchisee required to comply with modifications, changes, additions, deletions, substitutions, and alterations to the System?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
Accordingly, Franchisee expressly understands and agrees that Franchisor may from time to time change the components of the System including but not limited to altering the products, programs, services, methods, standards, forms, policies and procedures of the System; abandoning the System altogether in favor of another system in connection with a merger, acquisition, other business combination or for other reasons; adding to, deleting from or modifying those products, programs and services that the Franchised Restaurant is authorized and required to offer; modifying or substituting entirely the building, premises, equipment, signage, trade dress, décor, color schemes and uniform specifications and all other unit construction, design, appearance and operation attributes that Franchisee is required to observe under this Agreement; and changing, improving, modifying, or substituting other words or designs for, the Marks.
Franchisee expressly agrees to comply with any such modifications, changes, additions, deletions, substitutions and alterations; provided, however, that such changes shall not materially and unreasonably increase Franchisee's obligations hereunder.
Franchisee will accept, use and effectuate any such changes or modifications to, or substitution of, the System as if they were part of the System at the time that this Agreement was executed.
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 23 — RECEIPTS (FDD pages 78–356)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, Buona franchisees must comply with modifications, changes, additions, deletions, substitutions, and alterations to the Buona system. These modifications can include alterations to products, programs, services, methods, standards, forms, policies, and procedures. Buona may also abandon the current system in favor of another due to a merger, acquisition, or other business reasons. Additionally, Buona can modify or substitute elements such as building design, premises, equipment, signage, trade dress, décor, color schemes, and uniform specifications.
However, this requirement to comply with changes is conditional. Franchisees are only obligated to comply if these changes do not materially and unreasonably increase their obligations under the franchise agreement. This provision offers some protection to franchisees against potentially burdensome or costly changes imposed by Buona.
The franchisee must accept and implement these changes as if they were part of the original agreement. Buona is not liable for any expenses, losses, or damages the franchisee incurs as a result of these modifications. The franchisee also agrees not to participate in any litigation against Buona or third parties regarding these modifications, waiving any claims for breach of contract, breach of fiduciary duty, fraud, or breach of good faith.