Are the remedies available to parties under the Carvel Service Level Agreement exclusive?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
- 19.2 Cumulative Rights and Remedies.
Except as otherwise stated in this Agreement, no right or remedy that the parties have under this Agreement is exclusive of any other right or remedy under this Agreement or under applicable law.
Each and every such remedy will be in addition to, and not in limitation of or substitution for, every other remedy available at law or in equity or by statute or otherwise.
- d. THE REMEDIES IN THIS AGREEMENT ARE FRANCHISEE'S SOLE AND EXCLUSIVE REMEDIES RELATED TO THE SUPPORT SERVICES AND THIS AGREEMENT.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, the remedies available to franchisees are generally not exclusive, with one exception. Section 19.2 of the Franchise Agreement states that unless explicitly stated otherwise in the agreement, the rights and remedies available to both parties are cumulative and do not exclude any other rights or remedies provided by the agreement or applicable law. This means Carvel franchisees typically have access to multiple avenues for resolving disputes or addressing breaches of contract. Each remedy is in addition to, and not a replacement for, any other remedy available under law or equity.
However, Section 11.d of the POS System Support Services Agreement states that the remedies outlined in that specific agreement are the franchisee's sole and exclusive remedies related to the support services and the agreement itself. This clause limits the recourse a franchisee has specifically for issues related to the POS system support.
This distinction is important for prospective Carvel franchisees to understand. While the Franchise Agreement offers a broader range of potential remedies, the POS System Support Services Agreement significantly restricts the remedies available for disputes related to the POS system. Franchisees should carefully consider the implications of this limitation, especially given the critical role of the POS system in day-to-day operations. Franchisees should seek clarification from Carvel regarding the types of issues that fall under the POS System Support Services Agreement versus the broader Franchise Agreement, and what this means in practical terms for resolving disputes.