What actions must a Carvel franchisee take if they are required to suspend operations?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
Period), if we do not exercise our right to terminate the Agreement, we may, at our sole election and upon delivery of written notice to you, take any or all of the following actions:
- A. Suspend your access and use of the System or our websites (including your access or use of website pages), our applications, or our online ordering platforms;
- B. Suspend your or the Franchised Business's participation in any programs or benefits we offer, including any programs or benefits that are funded by Advertising Contributions;
- C. Suspend any other services that we or our affiliates provide to you under this Agreement or any other agreement;
- D. Suspend or terminate any temporary or permanent fee reductions to which we might have agreed (whether as a policy, in an amendment to this Agreement, or otherwise);
- E. Suspend our performance of, or compliance with, any of our obligations to you under this Agreement or other agreements; and/or
- F. Undertake or perform on your behalf any obligation or duty that you are required to, but fail to, perform under this Agreement. You will reimburse us upon demand for all costs and expenses that we or our affiliates reasonably incur in performing any such obligation or duty.
- 17.6 Exercise of Other Remedies. Our exercise of our rights under Section 17.4 (Suspension of Rights After Your Default) and 17.5 (Other Remedies After Your Default) will not (i) be a defense for you to our enforcement of any other provision of this Agreement or waive or release you from any of your other obligations under this Agreement, (ii) be a defense at law or equity based on impossibility of your performance or any claim against us or our Approved Suppliers. (iii) constitute an actual or constructive termination of this Agreement, or (iv) be our sole or exclusive remedy for your default. You must continue to pay all fees and otherwise comply with all of your obligations under this Agreement following our exercise of any of these rights. If we exercise any of our rights under Section 17.5, we may thereafter terminate this Agreement without providing you any additional corrective or cure period, unless the default giving rise to our right to terminate this Agreement has been cured to our reasonable satisfaction.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
The 2025 Carvel Franchise Disclosure Document outlines the actions Carvel may take if a franchisee defaults and is required to suspend operations, but it does not explicitly detail the franchisee's required actions in such a scenario. Carvel, at its discretion, can take several actions, including suspending the franchisee's access to Carvel's systems, websites, applications, and online ordering platforms. Carvel can also suspend the franchisee's participation in any programs or benefits, including those funded by advertising contributions. Additionally, Carvel can suspend other services provided to the franchisee and any temporary or permanent fee reductions.
Furthermore, Carvel has the option to suspend its own obligations to the franchisee under the Franchise Agreement or other agreements. Carvel can also undertake obligations on behalf of the franchisee if the franchisee fails to perform them, with the franchisee required to reimburse Carvel for all associated costs and expenses.
It is important to note that Carvel's exercise of these rights does not excuse the franchisee from their obligations under the Franchise Agreement. The franchisee must continue to pay all fees and comply with all other requirements, and Carvel may still terminate the agreement without providing an additional cure period if the default is not resolved. A prospective Carvel franchisee should seek clarification from the franchisor regarding specific steps they must take if suspension of operations is mandated.