What is the Licensor's representation regarding the enforceability of the Camp Margaritaville agreement?
Camp_Margaritaville Franchise · 2025 FDDAnswer from 2025 FDD Document
- b.
Authorization.
This Agreement has been duly authorized, executed and delivered by Licensor and is a legal, valid and binding obligation of Licensor, enforceable against Licensor by Licensee in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;
- c.
No Conflict.
The execution, delivery and performance of this Agreement or the Trademark Agreements by Licensor shall not, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with or result in a violation of: (A) any provision of the charter or bylaws of Licensor or any Affiliate of Licensor; (B) any resolution or other action adopted or taken by the board of directors, managing members, members, owners, partners or the shareholders of Licensor or any Affiliate of Licensor; or (C) any Applicable Law applicable to Licensor or any Affiliate of Licensor;
(ii) contravene, conflict with or result in a violation of, or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement, or to exercise any remedy or obtain any relief under, any Applicable Law;
(iii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit that is held by Licensor or any Affiliate of Licensor or that otherwise relates to the Resort; or
(iv) contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any contract to which Licensor or any Affiliate of Licensor is a party or by which it or any of the Margaritaville Intellectual Property is bound.
Source: Item 23 — RECEIPTS (FDD pages 72–406)
What This Means (2025 FDD)
According to the 2025 Camp Margaritaville FDD, the Licensor represents that the franchise agreement is legally sound and binding. Specifically, the Licensor states that the agreement has been properly authorized, executed, and delivered, making it a legal, valid, and binding obligation enforceable against the Licensor by the Licensee (franchisee). This means that, in general, Camp Margaritaville is committed to upholding its end of the agreement.
However, this enforceability is subject to certain limitations. The Licensor notes that enforcement may be limited by bankruptcy, insolvency, and similar laws that generally affect the rights of creditors. Additionally, the availability of equitable remedies, such as specific performance or injunctive relief, depends on the discretion of a court with competent jurisdiction. This is a common clause in franchise agreements, acknowledging that unforeseen financial circumstances or judicial decisions could impact the strict enforcement of the contract.
The Licensor also confirms that entering into this agreement does not conflict with any existing obligations or regulations. The execution, delivery, and performance of the agreement will not violate the Licensor's charter, bylaws, resolutions, or any applicable laws. It also will not breach any contracts or give any party the right to declare a default or exercise remedies against the Licensor. This provides assurance to the franchisee that the Licensor is not encumbered by conflicting agreements that could impair its ability to fulfill its obligations under the Camp Margaritaville franchise agreement.