Does the Carbones Pizzeria franchise agreement prevent affiliates of the franchisor from activities not specifically restricted?
Carbones_Pizzeria Franchise · 2025 FDDAnswer from 2025 FDD Document
chisee is not in default under this Agreement, Franchisor will not grant to anyone else a Franchise to operate, and will not itself operate, a restaurant operating under the Carbone's Pizza or Carbone's Pizzeria name, the physical premises of which are located within the area described on the Rider to this Agreement (the "Franchisee Territory"). Franchisee acknowledges that the foregoing restrictions do not prevent Franchisor or its affiliates from any activity not specifically set forth in such restrictions, including:
- (1) Franchisor and its affiliates may operate and allow others to operate similar or identical businesses within the Franchisee Territory if such businesses do not operate under the Carbone's Pizza or Carbone's Pizzeria names;
- (2) Franchisor and its affiliates may operate similar or identical business outside of the Franchisee Territory under any trademarks even if the businesses compete with the Restaurant;
- (3) Franchisor and its affiliates may operate or allow others to operate businesses inside the Franchisee Territory under any trademarks, including the Names and Marks, so long as the businesses are not competitive with the Restaurant;
- (4) Franchisor and its affiliates may sell any products it or its affiliates provide to Franchisee for use in its Restaurant to any party, whether in or outside the Franchisee Territory;
- (5) Franchisor and its affiliates may sell, or grant third parties the right to sell, goods and services that are the same as or competitive with those sold by the Restaurant under any trademarks, including the Names and Marks, through other
- distribution channels including the Internet, catalog sales, telemarketing or other direct marketing, in and outside of the Franchisee Territory;
- (6) Franchisor and its affiliates may sell frozen pizzas and other frozen items, whether under the Names and Marks or otherwise, to customers and resellers who may be located in the Franchisee Territory, including supermarkets and convenience stores;
Source: Item 23 — RECEIPTS (FDD pages 30–116)
What This Means (2025 FDD)
According to the 2025 Carbones Pizzeria Franchise Disclosure Document, the franchise agreement does not prevent the franchisor or its affiliates from engaging in activities not specifically restricted within the agreement. The franchisor retains significant freedom to operate other businesses, even those that might compete with a franchisee's location.
Specifically, Carbones Pizzeria or its affiliates can operate similar businesses within the franchisee's territory as long as they don't use the Carbone's Pizza or Carbone's Pizzeria names. They can also operate similar businesses outside the franchisee's territory under any trademarks, even if those businesses compete with the franchisee's restaurant. Furthermore, Carbones Pizzeria and its affiliates can operate businesses inside the franchisee's territory under any trademarks, including the Carbone's names and marks, provided these businesses are not competitive with the franchisee's restaurant.
This clause also allows Carbones Pizzeria and its affiliates to sell products they provide to franchisees to any party, regardless of location, and to sell goods and services, even those competitive with the franchisee, through various distribution channels, including the internet. They can also sell frozen pizzas and other frozen items to customers and resellers, such as supermarkets, within the franchisee's territory. Finally, Carbones Pizzeria and its affiliates have the right to acquire or sell businesses, even those similar to the franchisee's restaurant, within the franchisee's territory.