Where must mediation and arbitration for C3 Wellness Spa disputes be conducted?
C3_Wellness_Spa Franchise · 2024 FDDAnswer from 2024 FDD Document
| q. Non-competition covenants during the term of the franchise | 6 | No involvement in any competitive business and must comply with confidentiality, non-disclosure and non- solicitation covenants. |
|---|---|---|
| r. Non-competition covenants after the franchise is terminated or expires | 6, 17.E. | No involvement, ownership or interest whatsoever for 24 months in any competing business in: your Designated territory; a 25 mile radius of your Designated territory; a 25 mile radius of the Designated Territory of any other Spa Location Franchise; and you must comply with confidentiality, non-disclosure and non-solicitation covenants. |
| s. Modification of the agreement | 18.L. | Requires writing signed by you and us, except for unilateral changes that we may make to the Manuals or our unilateral reduction of the scope of a restrictive covenant that we may make in our discretion. |
| t. Integration/merger clauses | 18.M. | Any representations or promises outside of the Franchise Disclosure Document and other agreements may not be enforceable. Nothing in any agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits and amendments. |
| u. Dispute resolution by arbitration or mediation | 18.G. | Except for certain claims for injunctive relief, all disputes must first be submitted to non-binding mediation in Osceola County, Florida and, if mediation is unsuccessful, then to binding arbitration in Osceola County, Florida. This provision is subject to applicable state law. |
| v. Choice of forum | 18.G. | All mediation, arbitration and, if applicable, litigation proceedings must be conducted in, or closest to, State court of general jurisdiction that is within or closest to Osceola County, Florida. Subject to applicable state law. |
| w. Choice of law | 18.F. | Florida law will govern. However, this provision is subject to state law and as otherwise disclosed in Exhibit I to this Disclosure Document. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 43–50)
What This Means (2024 FDD)
According to C3 Wellness Spa's 2024 Franchise Disclosure Document, dispute resolution through mediation and arbitration must occur in a specific location. Except for claims seeking injunctive relief, all disputes must initially undergo non-binding mediation in Osceola County, Florida. If mediation fails to resolve the dispute, binding arbitration will then take place, also in Osceola County, Florida. However, these stipulations are subject to applicable state law, which could potentially modify or supersede these requirements.
For a prospective C3 Wellness Spa franchisee, this means that any legal disputes with the franchisor, aside from those seeking immediate court orders, will need to be addressed first through mediation and then, if necessary, through arbitration, both of which must occur in Osceola County, Florida. This could present logistical and financial challenges for franchisees located outside of Florida, as they would need to travel to Florida for these proceedings.
Furthermore, all mediation, arbitration, and litigation proceedings, if applicable, must be conducted in, or closest to, a State court of general jurisdiction within or nearest to Osceola County, Florida. This reinforces the franchisor's preference for resolving disputes within its local jurisdiction. The FDD also specifies that Florida law will govern the interpretation and enforcement of the franchise agreement, although this is also subject to state law and any disclosures made in Exhibit I of the FDD. Prospective franchisees should carefully review Exhibit I and consult with legal counsel to understand the full implications of these dispute resolution provisions, especially concerning how state laws might affect their rights and obligations.