What does each of the undersigned waive regarding the Carls Jr. agreement?
Carls_Jr Franchise · 2025 FDDAnswer from 2025 FDD Document
- F. Developer agrees that no past, present or future director, officer, employee, incorporator, member, partner, stockholder, subsidiary, affiliate, controlling party, entity under common control, ownership or management, vendor, service provider, agent, attorney or representative of CJR will have any liability for: (1) any obligations or liabilities of CJR relating to or arising from this Agreement; (2) any claim against CJR based on, in respect of, or by reason of the relationship between Developer and CJR; or (3) any claim against CJR based on any alleged unlawful act or omission of CJR.
This provision does not include a release of claims arising from representations in the Carl's Jr.
- C. Except for payments owed by one party to the other, and unless prohibited by applicable law, any legal action or proceeding (including the offer and sale of a franchise to Developer) brought or instituted with respect to any dispute arising from or related to this Agreement or with respect to any breach of the terms of this Agreement must be brought or instituted within a period of 2 years after the initial occurrence of any act or omission that is the basis of the legal action or proceeding, whenever discovered.
G. Variations
CJR has the right, in its sole discretion, to waive, defer, or permit variations from the standards of the Carl's Jr. System, or any applicable agreement to any developer, franchisee, prospective developer, or prospective franchisee based on the peculiarities of a particular site, existing building configuration or circumstance, density of population, business potential, trade area population or any other condition or circumstance. CJR has the right, in its sole discretion, to deny any such request CJR believes would not be in the best interests of the Carl's Jr. System.
- B. The parties agree that, to the extent any disputes cannot be resolved directly between them, Developer shall file any suit against CJR only in the federal or state court having jurisdiction where CJR's principal offices are located at the time suit is filed.
CJR may file suit in the federal or state court located in the jurisdiction where its principal offices are located at the time suit is filed or in the jurisdiction where Developer resides or does business or where the Development Territory or any Franchised Restaurant is or was located or where the claim arose.
Source: Item 23 — RECEIPTS (FDD pages 76–364)
What This Means (2025 FDD)
According to the 2025 Carls Jr. Franchise Disclosure Document, the developer (franchisee) waives certain liabilities of CJR (Carls Jr.) and agrees to certain limitations regarding claims. Specifically, the developer agrees that no past, present, or future director, officer, employee, or affiliate of CJR will have any liability for obligations or liabilities of CJR relating to the agreement, any claim against CJR based on the relationship between the developer and CJR, or any claim against CJR based on any alleged unlawful act or omission of CJR. This means the franchisee cannot hold individuals associated with the franchisor personally liable for the franchisor's obligations or actions.
Additionally, unless prohibited by applicable law, any legal action or proceeding related to the agreement or any breach of the terms must be brought within two years after the initial occurrence of the act or omission that is the basis of the legal action. This includes disputes related to the offer and sale of the franchise. This clause sets a time limit for franchisees to bring legal claims against Carls Jr., which is a common practice in franchising to ensure timely resolution of disputes.
The document also states that CJR has the right to waive, defer, or permit variations from the standards of the Carls Jr. System or any applicable agreement to any developer, franchisee, prospective developer, or prospective franchisee based on specific circumstances. However, CJR can deny any such request if it believes it would not be in the best interests of the Carls Jr. System. This clause provides Carls Jr. with flexibility in adapting the franchise system to different locations or situations, but it also gives them the discretion to refuse requests that they deem detrimental to the overall brand.
Furthermore, the agreement outlines that it is governed by the laws of Tennessee, and any suits against CJR by the developer must be filed in the federal or state court having jurisdiction where CJR's principal offices are located. CJR, on the other hand, may file suit in the jurisdiction where its principal offices are located, where the developer resides or does business, where the Development Territory or any Franchised Restaurant is or was located, or where the claim arose. This specifies the legal framework and venue for resolving disputes, which is a standard component of franchise agreements.