What is the impact of an Owner's breach of the Guaranty on the Casiola franchise?
Casiola Franchise · 2024 FDDAnswer from 2024 FDD Document
(l) Franchisee and/or an Owner, as applicable and whether individually or jointly, breaches or is in default of an Ancillary Agreement, and, if the applicable agreement provides for the opportunity to cure, fails to timely cure the breach or default of the Ancillary Agreement, including, without limitation, the Franchise Owner Agreement and Guaranty;
(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 calcu
Source: Item 23 — RECEIPTS (FDD pages 47–209)
What This Means (2024 FDD)
According to Casiola's 2024 Franchise Disclosure Document, if a franchisee or an owner breaches the Franchise Owner Agreement and Guaranty, and fails to timely cure the breach if given the opportunity, it constitutes grounds for action by Casiola.
Specifically, Casiola has the right to void and terminate the Franchise Agreement. Following termination, Casiola can market, sell, transfer, convey, and assign the rights granted to the franchisee under the agreement to another party, without providing any compensation to the original franchisee.
Additionally, Casiola can hold the franchisee and the franchisee's owners jointly and severally 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 accelerated and due immediately. Casiola can also recover lost revenues, profits, and fees, including Royalty Fees, Brand Development Fund Fee, Advertising Contributions, and all other fees, revenues, and/or expenses that would have been paid throughout the term of the agreement had the breach not occurred and had Casiola not terminated the agreement. The franchisee agrees that using the franchisee's most recent calendar year Gross Sales is fair and reasonable when calculating damages.