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What are the consequences regarding receipts if a Casiola franchisee attempts to transfer the agreement without approval?

Casiola Franchise · 2024 FDD

Answer from 2024 FDD Document

  • (1) To void and terminate this Agreement, and thereafter to market, sell, transfer, convey and assign the rights granted to Franchisee under this Agreement to any other person or entity in Franchisor's sole discretion and without compensation to Franchisee.
  • (2) To hold Franchisee and Franchisee's Owners liable for, and recover from each of them, jointly and severally, all payments, fees, monetary obligations, financial obligations, interest, and charges due and owing to Franchisor from Franchisee pursuant to this Agreement, the Ancillary Agreements, and/or any other agreements between Franchisee and Franchisor, including, without limitation, Royalty Fees and Advertising Contributions with each and every payment and obligation to be accelerated and due immediately.
  • (3) To hold Franchisee and Franchisee's Owners liable for, and recover from each of them, jointly and severally, lost revenues, profits, and fees including, but not limited to Royalty Fees, Brand Development Fund Fee, Advertising Contributions, and all other fees, revenues and/or expenses that would have been paid to Franchisor, under the terms of this Agreement and throughout the Term of this Agreement, had a breach not occurred and had Franchisor not terminated this Agreement. In calculating and determining the foregoing, Franchisee agrees that in calculating and in determining such damages that it is fair and reasonable to use Franchisee's most recent calendar year Gross Sales in calculating and determining Franchisor lost revenues and fees and by assuming that such Gross Sales would have been earned in each and every year throughout the remainder of the Term had this Agreement not been terminated. If, however, the Franchised Business has been open and in operation for less than one calendar year, Franchisee agrees that it is fair and reasonable to use an average of Casiola Business Gross Sales across the System during the year in which this Agreement was terminated and to use such average Gross Sales for the purpose of calculating and determining Franchisor lost revenues and fees and, in doing so, by assuming that such Gross Sales would have been earned in each and every year throughout the remainder of the Term had this Agreement not been terminated. Franchisee agrees that the foregoing is a form of liquidated damages, and that it is fair and reasonable.

Source: Item 23 — RECEIPTS (FDD pages 47–209)

What This Means (2024 FDD)

According to Casiola's 2024 Franchise Disclosure Document, if a franchisee attempts to transfer the franchise agreement without approval, Casiola has the right to void and terminate the agreement. Following termination, Casiola can market, sell, transfer, convey, and assign the rights granted under the agreement to another party, without providing any compensation to the original franchisee.

Additionally, Casiola can hold the franchisee and their owners jointly and individually liable for all outstanding payments, fees, monetary obligations, financial obligations, interest, and charges owed to Casiola. This includes royalty fees and advertising contributions, with all payments and obligations becoming immediately due.

Casiola can also hold the franchisee and their owners liable for lost revenues, profits, and fees, including royalty fees, brand development fund fees, advertising contributions, and all other fees and expenses that would have been paid to Casiola throughout the term of the agreement had the breach not occurred and the agreement not been terminated. To calculate these damages, Casiola may use the franchisee's most recent calendar year gross sales or, if the business has been open for less than a year, the average gross sales of Casiola businesses across the system during the year of termination. The franchisee agrees that this calculation is a fair and reasonable form of liquidated damages.

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.