Does a Force Majeure event excuse the Byrider franchisee from payment obligations?
Byrider Franchise · 2025 FDDAnswer from 2025 FDD Document
17.1 Obligations. In the event of the termination or expiration of this Agreement, whether by reason of default, lapse of time or other cause, the Franchisee shall: (A) promptly pay all amounts owed to the Company; (B) promptly return to the Company the Manual and other confidential materials including, without limitation, all the BYRIDER Computer Software; (C) maintain confidentiality of all proprietary and Confidential Information furnished by the Company; (D) immediately cease using any of the Marks except as provided for herein; (E) immediately make all alterations to the building facilities and exterior signs at the Business Location to distinguish them from the appearance and identity of a Business; if the Franchisee shall fail or refuse to make or cause such changes to be made, the Company, without prejudice to its other rights and remedies, may enter upon the Business Location, forcibly if necessary, without being guilty of trespass or any other tort, and make such changes at the Franchisee's expense except as provided for herein; (F) within thirty (30) days after the termination or expiration of this Agreement, cancel all Byrider telephone listings, numbers and directory advertising, and, if required by the Company, direct the transfer of the same to the Company or on its order; (G) take such actions as may be necessary or desirable to assign to the Company or the Company's designee any Internet domain names, assumed name, rights or equivalent registration which contain the Marks, including, without limitation, any slogans used by the Company, within thirty (30) days after the termination or expiration of this Agreement; (H) comply with all covenants contained in Article XVIII herein; (I) pay all costs, including attorneys' fees, incurred by the Company in terminating this Agreement.
Source: Item 23 — Receipts (FDD pages 88–335)
What This Means (2025 FDD)
Based on the 2025 Byrider Franchise Disclosure Document, there is no explicit mention of "Force Majeure" or any similar clause that would excuse a franchisee from their payment obligations in the event of unforeseen circumstances. The FDD does outline the franchisee's obligations upon termination or expiration of the agreement, including the prompt payment of all amounts owed to the company.
Article XVII details the obligations of the franchisee upon termination, stating that the franchisee must promptly pay all amounts owed to the company. This suggests that regardless of the reason for termination, including events that might be considered outside of the franchisee's control, the financial obligations remain. The agreement also stipulates the franchisee is responsible for technology system fees and reputation management fees.
Given the absence of a Force Majeure clause, prospective Byrider franchisees should carefully consider the potential financial risks associated with operating a franchise. It would be prudent to discuss with Byrider Franchising Partners, LLC what protections, if any, are in place for franchisees facing extraordinary circumstances that could impact their ability to meet financial obligations. Understanding the franchisor's policies on payment flexibility or waivers during such events is crucial for informed decision-making.
In summary, while the FDD does not provide explicit protection via a Force Majeure clause, potential franchisees should engage in direct discussions with Byrider to fully understand the extent to which they might be shielded from financial liabilities should unforeseeable events occur.