What is the deadline for a Carvel franchisee to notify Carvel of their intent to assume and control the defense of a claim?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
You shall have the right, upon written notice delivered to the Indemnified Party within 15 days thereafter assuming full responsibility for Losses resulting from such claim, to assume and control the defense of such claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel.
If (i) the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to it that are different from or in addition to those available to you and, in the reasonable opinion of the Indemnified Party, the counsel that you have selected could not adequately represent the interests of the Indemnified Party because such interests could be in conflict with your interests, (ii) you do not assume responsibility for such Losses in a timely manner, (iii) the claim involves any elements of the Intellectual Property, or (iv) you fail to defend a claim with counsel reasonably satisfactory to the Indemnified Party as contemplated above, then the Indemnified Party shall have the right to assume the defense of any claims and employ counsel of its own choosing and you shall pay the reasonable fees and disbursements of such Indemnified Party's counsel as incurred; provided that in any case, you shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties taken together.
In connection with any claim, the Indemnified Party or you, whichever is not assuming the defense of such claim, shall have the right to participate in such claim and to retain its own counsel at such party's own expense.
- C.
Cooperation and Settlement.
You or the Indemnified Party (as the case may be) shall keep you or the Indemnified Party (as the case may be) reasonably apprised of, and shall respond to any reasonable requests concerning, the status of the defense of any claim of which it is maintaining and shall cooperate in good faith with each other with respect to the defense of any such claim.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to the 2025 Carvel Franchise Disclosure Document, a franchisee has the right to assume and control the defense of a claim, provided they deliver written notice to the indemnified party within 15 days of the claim. This notice must indicate the franchisee's assumption of full responsibility for losses resulting from the claim.
If the franchisee decides to assume the defense, they are responsible for employing counsel reasonably satisfactory to the indemnified party and covering the associated fees and disbursements. However, Carvel (the Indemnified Party) has the right to assume the defense if (i) their counsel advises them that they have legal or equitable defenses different from those available to the franchisee and believes the franchisee's counsel cannot adequately represent Carvel's interests due to potential conflicts, (ii) the franchisee does not assume responsibility for losses in a timely manner, (iii) the claim involves elements of intellectual property, or (iv) the franchisee fails to defend the claim with satisfactory counsel.
In any claim, the party not assuming the defense has the right to participate and retain their own counsel at their own expense. Both parties are required to keep each other informed about the defense's status and cooperate in good faith. This clause ensures that franchisees have the option to control their defense in claims, while also protecting Carvel's interests and rights to ensure an adequate defense.