factual

For how long after the expiration, transfer, or termination of the Carls franchise agreement is the franchisee restricted from engaging in certain competitive activities?

Carls Franchise · 2024 FDD

Answer from 2024 FDD Document

  • (2) Accordingly, Franchisee covenants and agrees that, except with CJR's prior written consent, during the term of this Agreement, and for a continuous period of 2 years following its expiration, transfer, or termination, Franchisee shall not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with, any person, firm, partnership, corporation, or other entity:

  • (a) Divert or attempt to divert any business or customer, or potential business or customer, of any Carl's Jr.

Restaurant to any competitor, by direct or indirect inducement or otherwise.

  • (b) Own, maintain, operate, engage in, grant a franchise to, advise, help, make loans to, lease property to, sell the property underlying the Franchised Location and related assets to, or have any interest in, either directly or indirectly, any restaurant business: (i) whose sales of Designated Entrée Items (as defined below) during any daypart are reasonably likely to account collectively for 20% or more of the restaurant's sales of all entrée items during that daypart; (ii) that features or promotes any Designated Entrée Item in its advertising; or (iii) that operates in a quick-service format (with or without table service).

For purposes of the previous sentence, the term "Designated Entrée Items" means any hamburger sandwich, chicken sandwich, breakfast sandwich and any other entrée item of a type designated by CJR as part of the System at any time during the term of this Agreement.

During the term of this Agreement, there is no geographical limitation on this restriction.

Following the expiration, transfer or termination of this Agreement, this restriction shall apply to any restaurant business located within a 2 mile radius of the Franchised Location and any restaurant business within a 2 mile radius of any then-existing Carl's Jr.

Restaurant.

This restriction shall not apply to Franchisee's existing restaurant or foodservice operations, if any, which are identified in Appendix A, nor shall it apply to other restaurants operated by Franchisee that are franchised by CJR or its affiliates.

If any part of these restrictions is found to be unreasonable in time or distance, each month of time or mile of distance may be deemed a separate unit so that the time or distance may be reduced by appropriate order of the court to that deemed reasonable. If, at any time during the 2 year period following the expiration, Transfer or termination of this Agreement, Franchisee fails to comply with its obligations under this Section, that period of noncompliance will not be credited toward Franchisee's satisfaction of the 2 year obligation.

Source: Item 22 — CONTRACTS (FDD page 80)

What This Means (2024 FDD)

According to the 2024 FDD, Carls's franchisees face certain restrictions on competitive activities for two years following the expiration, transfer, or termination of their franchise agreement. Specifically, franchisees are prohibited from engaging in any restaurant business that meets certain criteria within a defined geographic area. This includes businesses whose sales of specific entrée items (like hamburger or chicken sandwiches) are likely to account for 20% or more of the restaurant's sales during any part of the day, those that feature or promote these items in their advertising, or those that operate in a quick-service format.

During the term of the agreement, there are no geographical limitations on these restrictions. However, after the agreement ends, the restrictions apply to any restaurant business located within a 2-mile radius of the former franchised location and any Carls restaurant. This means a former franchisee cannot operate or be involved with a competing restaurant within this zone.

It's important to note that these restrictions do not apply to any existing restaurant or foodservice operations the franchisee had before signing the Carls agreement, as long as these were disclosed in Appendix A of the agreement. Also, the restrictions do not apply to other restaurants operated by the franchisee that are franchised by Carls or its affiliates. If any part of these restrictions is deemed unreasonable in terms of time or distance, a court may reduce the restriction to what is considered reasonable. Furthermore, any period of noncompliance with these restrictions will not count towards fulfilling the 2-year obligation.

Disclaimer: This information is extracted from the 2024 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.