Upon termination or expiration of the Casiola franchise agreement, what payments are immediately due to the franchisor?
Casiola Franchise · 2024 FDDAnswer from 2024 FDD Document
Without limitation as to any other Article or provision of this Agreement, upon expiration or termination of this Agreement for any reason, Franchisee shall immediately pay to Franchisor all sums and fees due from Franchisee to Franchisor under the terms of this Agreement including, but not limited to Royalty Fees and Advertising Contributions and all other sums and fees due from Franchisee to Franchisor and/or Franchisor affiliates and/or suppliers for products and services including, but not limited to, System Supplies.
- (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, upon expiration or termination of the Franchise Agreement for any reason, the franchisee must immediately pay Casiola all outstanding sums and fees. This includes, but is not limited to, Royalty Fees, Advertising Contributions, and any other payments owed to Casiola, its affiliates, or suppliers for products and services, such as System Supplies.
In the event of a breach leading to termination, Casiola has the right to accelerate all payments and obligations, making them immediately due. This encompasses all payments, fees, monetary obligations, financial obligations, interest, and charges owed under the Franchise Agreement, Ancillary Agreements, or any other agreements between the franchisee and Casiola. This acceleration specifically includes Royalty Fees and Advertising Contributions.
Furthermore, Casiola can hold the franchisee and their owners liable for lost revenues, profits, and fees that Casiola would have received throughout the remainder of the agreement's term had the breach not occurred. These include Royalty Fees, Brand Development Fund Fees, Advertising Contributions, and all other fees and expenses. 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, an average of Casiola Business Gross Sales across the System during the termination year. The FDD states that the franchisee agrees that the foregoing is a form of liquidated damages, and that it is fair and reasonable.