Where must mediation and arbitration for C3 Wellness Spa Multi-Unit Development Agreement disputes be conducted?
C3_Wellness_Spa Franchise · 2024 FDDAnswer from 2024 FDD Document
| q. | Non-competition covenants during the term of the franchise | Not applicable | Not applicable as to Multi-Unit Development Agreement. However, each Spa Location Franchise developed pursuant to Multi-Unit Development Agreement will be subject to non-competition covenants set forth in each respective Franchise Agreement. |
|---|---|---|---|
| r. | Non-competition covenants after the franchise is terminated or expires | Not applicable | Not applicable as to Multi-Unit Development Agreement. However, each Spa Location Franchise developed pursuant to Multi-Unit Development Agreement will be subject to non-competition covenants set forth in each respective Franchise Agreement. |
| s. | Modification of the agreement | 5.4, 7.11 | Only by written agreement between you and us or if |
| governing law requires a modification. We can change | |||
| the form of the Franchise Agreement for future Spa | |||
| Location Franchises which will not alter your | |||
| obligations under the Multi-Unit Development | |||
| Agreement. | |||
| t. | Integration/merger clauses | 7.12 | Any representation of promises outside of the Franchise |
| Disclosure Document and other agreements may not be | |||
| enforceable. | |||
| Notwithstanding the foregoing, 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 | 7.5, 7.6 | 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 | 7.5, 7.6 | 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. This provision is subject to | |||
| applicable state law. |
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, disputes related to the Multi-Unit Development Agreement, excluding claims for injunctive relief, must first undergo non-binding mediation. If mediation fails, the dispute will then proceed to binding arbitration. Both mediation and arbitration must occur in Osceola County, Florida.
This requirement means that any C3 Wellness Spa franchisee entering into a Multi-Unit Development Agreement must be prepared to travel to Osceola County, Florida, to resolve disputes through mediation and arbitration. This could involve significant travel expenses and time commitment, regardless of where the franchisee's spa locations are situated. Franchisees should factor these potential costs into their business planning.
It's important to note that these dispute resolution provisions are subject to applicable state law, which could potentially modify or supersede the requirements outlined in the FDD. Prospective franchisees should consult with legal counsel to understand how state laws might affect the dispute resolution process and their rights under the Multi-Unit Development Agreement. Understanding the legal implications of these clauses is crucial before signing any agreement with C3 Wellness Spa.