Under what conditions is Buona not obligated to mediate claims?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding the foregoing, 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 Franchised Restaurants; (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.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, Buona is not obligated to mediate claims under specific circumstances. Buona is not required to mediate claims that are the subject of Paragraph 12.2 in the franchise agreement. This paragraph pertains to specific performance and injunctive relief.
Specifically, Buona can seek temporary and permanent injunctions and orders of specific performance to enforce provisions related to the franchisee's use of Buona's marks, non-disclosure and non-competition obligations, and to prevent actions that violate laws, endanger the public, or harm the goodwill associated with the Buona brand. This also applies to enforcing obligations upon termination or expiration of the agreement, and to prohibit unauthorized assignment of interests in the agreement.
In these instances, Buona can pursue legal action without first being required to go through mediation. If Buona obtains an injunction or order of specific performance, the franchisee is responsible for covering all associated costs, including attorney's fees, expert witness fees, investigation costs, court costs, and other litigation expenses. The franchisee also agrees to waive any claims for damages if it is later determined that the injunction or specific performance order was improperly issued.