Who does the Chatime Developer irrevocably appoint as their attorney to secure performance of their obligations?
Chatime Franchise · 2025 FDDAnswer from 2025 FDD Document
- (1) To secure performance by Developer of its obligations under this Agreement, Developer Parties irrevocably appoint Franchisor and each of its officers severally to be their attorney (Attorney) to exercise the powers described in this clause 21.
- (2) If Developer Parties breach any provision of this Agreement or any Collateral Agreement or at the end of the Development Business the Attorney may, in the name and at the Cost of either Developer or Guarantor, do anything required to be done by Developer Parties that Developer Parties have not done or have not done promptly or properly. This includes
the execution and delivery of documents, transfers, assignments, deeds, forms, notices or other instruments, specifically relating to the Marks and the Website.
- (3) The powers granted under this clause 21 commence when this Agreement is executed and continue despite the end of the Development Business.
- (4) Developer Parties:
- (a) Ratify and confirm anything an Attorney lawfully does under this clause 21; and
- (b) Must pay on demand all the Costs or other liabilities incurred by or on behalf of Franchisor or the Attorney under this clause 21.
Source: Item 23 — Receipts (FDD pages 58–262)
What This Means (2025 FDD)
According to Chatime's 2025 Franchise Disclosure Document, the Developer Parties irrevocably appoint the Franchisor and each of its officers severally to be their attorney to exercise certain powers. This appointment is specifically to secure the Developer's performance of their obligations under the Development Agreement.
This "power of attorney" clause grants Chatime significant authority to act on behalf of the Developer if the Developer breaches the Development Agreement or any related agreements. The attorney (Franchisor or its officers) can take any action required of the Developer that the Developer has failed to do promptly or properly. This includes executing and delivering documents, transfers, assignments, deeds, forms, notices, or other instruments, particularly those related to the Marks (trademarks) and the Website.
The powers granted to Chatime commence immediately upon execution of the Development Agreement and continue even after the Development Business ends. The Developer Parties also ratify and confirm any actions lawfully taken by the Attorney under this clause and must pay all costs or liabilities incurred by Chatime or the Attorney in exercising these powers. This clause is designed to protect Chatime's interests and ensure compliance with the Development Agreement by giving them direct control in situations where the Developer is not fulfilling their obligations.