factual

Under what conditions can the Buona franchise agreement be terminated without additional notice or opportunity to cure?

Buona Franchise · 2025 FDD

Answer from 2025 FDD Document

usiness or (2) hire any employees of ours or our affiliates.

7. DEFAULT AND TERMINATION

  • 7.1 The right to open Buona Restaurants has been granted in reliance on your representations and warranties, and strictly on the conditions set forth in this Development Agreement including, without limitation, the condition that you comply strictly with the Development Schedule.
  • 7.2 You shall be in default under this Agreement, and all rights granted herein to you shall automatically terminate without notice or an opportunity to cure if:
  • (a) you are adjudicated bankrupt, become insolvent, commits any affirmative action of insolvency or files any action or petition of insolvency, or if a receiver (permanent or temporary) of your property or any part thereof is appointed by a court of competent authority, or if you make a general assignment for the benefit of its creditors;
  • (b) if a final judgment against your business assets remains unsatisfied of record for thirty (30) days or longer (unless supersedeas bond is filed);
    • (c) if execution is levied against your business or property;
  • (d) if suit to foreclose any lien or mortgage against Developer's premises or business assets is instituted against you and not dismissed within thirty (30) days, or is not in the process of being dismissed; provided, however, that Franchisor reserves the right to be named as trustee or receiver in any voluntary petition for bankruptcy or insolvency filed by you;
  • (e) upon the dissolution of the entity that is Developer is dissolved, or upon the death of one or more of your Owners;

(f) Developer or any of its shareholders, members, managers, partners, officers, directors

ADA 2025 - 6 -
FRANCHISOR INITIALS DEVELOPER INITIALS

or guarantors, is indicted for, convicted of, or pleads guilty to a felony, a crime involving moral turpitude, or any other crime or offense that Franchisor believes is reasonably likely to have an adverse effect on the System, the Marks, or the goodwill associated with the System and the Marks, or Franchisor's interest in the System or the Marks; or

  • (g) Developer, or any of its shareholders, members, managers, partners, officers or directors verbally or physically assaults or abuses any officer, director, member, manager or employee of Franchisor or any of its Affiliates, or any Buona franchisee or employees of franchisees, after receiving a verbal or written warning against this conduct from Franchisor regarding this conduct.
  • 7.3 If you (i) fail to meet any of the deadlines set forth in the Development Schedule; (ii) fail to comply with any other term and condition of this Agreement; (iii) make or attempt to make a transfer, sale or assignment of this Agreement in violation of this Agreement; or (iv) you or other entity owned by the Owners are in default under any individual Franchise Agreement with us, or of any other agreement to which we are parties; any such event shall constitute a default under this Agreement. Upon any such default, we, in our sole discretion, may do any one or more of the following:
  • (a) Terminate this Agreement and all rights granted hereunder to you without affording you any opportunity to cure the default effective immediately upon delivery to you of a written notice from us;
  • (b) Reduce the number of Buona Restaurants which you have the right to establish and open pursuant to this Agreement and reduce the corresponding Development Territory;

Source: Item 22 — CONTRACTS (FDD page 78)

What This Means (2025 FDD)

According to Buona's 2025 Franchise Disclosure Document, there are several conditions under which the franchise agreement can be terminated immediately without notice or an opportunity to cure. These conditions generally involve severe breaches of conduct or financial stability.

Specifically, Buona can terminate the agreement without notice if the franchisee is adjudicated bankrupt, becomes insolvent, takes action of insolvency, or files any action or petition of insolvency. Similarly, the appointment of a receiver for the franchisee's property can trigger immediate termination. A final judgment against the franchisee's business assets that remains unsatisfied for 30 days or longer, or if execution is levied against the business or property, also constitutes grounds for immediate termination. The institution of a suit to foreclose any lien or mortgage against the franchisee that is not dismissed within 30 days can also lead to termination.

Additionally, Buona can terminate the agreement without notice if the franchisee, or any of its shareholders, members, managers, partners, officers, or directors, is indicted for, convicted of, or pleads guilty to a felony, a crime involving moral turpitude, or any other crime or offense that Buona believes is reasonably likely to have an adverse effect on the System, the Marks, or the goodwill associated with the System and the Marks, or Buona's interest in the System or the Marks. Also, if the franchisee, or any of its shareholders, members, managers, partners, officers or directors verbally or physically assaults or abuses any officer, director, member, manager or employee of Buona or any of its Affiliates, or any Buona franchisee or employees of franchisees, after receiving a verbal or written warning against this conduct from Buona regarding this conduct.

Furthermore, an incurable or uncured default under the Franchise Agreement or any other agreement between the franchisee (or any affiliate of the franchisee) and Buona or its Affiliates will be grounds for termination of this Agreement and/or all agreements between the franchisee (or any affiliate of the franchisee) and Buona or its Affiliates without additional notice or opportunity to cure. Involuntary transfers of the Franchise Agreement by the franchisee are not binding on Buona and constitute grounds for the termination of this Agreement without the opportunity to cure. Also, using this Agreement as security for a loan or otherwise encumbering this Agreement is prohibited, unless Buona specifically consents to such action in writing prior to the proposed transaction. Any attempt to transfer this Agreement in whole or part, or any material portion or property used by Franchisee in connection with this Agreement, whether or not binding on Franchisor, shall be grounds for the termination of this Agreement without the opportunity to cure.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.