Who can demand arbitration related to the C3 Wellness Spa franchise agreement?
C3_Wellness_Spa Franchise · 2024 FDDAnswer from 2024 FDD Document
18.M. COMPLETE AGREEMENT
This Agreement, and the Schedules and Exhibits to this Agreement, as executed and, as applicable, constitute the entire, full and complete Agreement between Franchisor and Franchisee concerning the subject matter of this Agreement and supersedes all prior related agreements between Franchisor and Franchisee. The foregoing shall not constitute and does not constitute any disclaimer as to the express representations made by Franchisor in the Franchise Disclosure Document disclosed to Franchisee in connection with this Franchise Agreement.
18.N. ATTORNEY FEES AND EXPENSES
Franchisee agrees that in the event that an arbitrator in any arbitration proceeding and/or, a court of competent jurisdiction shall issue an award, judgment, decision and/or order finding, holding and/or declaring Franchisee's breach of this Agreement than Franchisor shall also be entitled to the recovery of all reasonable attorney fees, costs and expenses associated with and/or related to such arbitration and/or litigation. Said fees, costs and expenses shall include, but not be limited to, attorney fees, arbitration fees, arbitrator fees, deposition expenses, expert witness fees and filing fees.
18.O. NO CLASS ACTION OR MULTI-PARTY ACTIONS
FRANCHISOR AND FRANCHISEE AGREE THAT ALL PROCEEDINGS AND/OR LEGAL ACTIONS ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR THE OFFER AND SALE OF THE C3 WELLNESS FRANCHISE FROM FRANCHISOR TO FRANCHISEE, WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT A CLASS-WIDE BASIS, AND THAT ANY PROCEEDING BETWEEN FRANCHISEE, FRANCHISEE'S OWNERS, SPOUSES AND/OR GUARANTORS AND FRANCHISOR AND/OR FRANCHISOR'S AFFILIATES, OFFICERS, DIRECTORS AND/OR EMPLOYEES MAY NOT BE CONSOLIDATED WITH ANY OTHER PROCEEDING BETWEEN FRANCHISOR AND ANY OTHER THIRD PARTY.
18.P. ACCEPTANCE BY FRANCHISOR
This Agreement will not be binding on Franchisor unless and until an authorized officer of Franchisor has signed it.
18.Q. OPPORTUNITY FOR REVIEW BY FRANCHISEE'S ADVISORS
Franchisor recommends that Franchisee have this Agreement and the Franchise Disclosure Document reviewed by Franchisee's lawyer, accountant, and other business advisors, prior to signing this Agreement.
**18.R.
Source: Item 23 — RECEIPTS (FDD pages 59–293)
What This Means (2024 FDD)
Based on the 2024 C3 Wellness Spa Franchise Disclosure Document, both the franchisor and the franchisee can be involved in arbitration proceedings. Specifically, if an arbitrator finds that the franchisee has breached the agreement, the franchisor is entitled to recover attorney fees and expenses related to the arbitration.
Furthermore, the C3 Wellness Spa franchise agreement stipulates that any legal actions or proceedings arising from the agreement, including its offer and sale, must be conducted on an individual basis. This means neither the franchisor nor the franchisee can participate in class-action lawsuits against each other. The agreement also specifies that proceedings involving the franchisee, their owners, spouses, or guarantors cannot be consolidated with other proceedings between the franchisor and any third party.
For franchisees in Washington state, the FDD includes an amendment that addresses the Washington State Franchise Investment Protection Act. This amendment states that any arbitration involving a franchise purchased in Washington must take place in Washington or another location agreed upon by both parties or determined by the arbitrator. Additionally, in case of conflicting laws, the provisions of the Washington Franchise Investment Protection Act will take precedence.