Under what circumstances can the Attorney, appointed by Chatime, act on behalf of the Developer Parties?
Chatime Franchise · 2025 FDDAnswer from 2025 FDD Document
21 Power of Attorney
- (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 (which include the Developer and any Guarantor) irrevocably appoint Chatime and its officers as their attorney to secure the performance of their obligations under the Development Agreement. This appointment grants the Attorney specific powers to act on behalf of the Developer Parties under certain conditions.
The Attorney can act if the Developer Parties breach any provision of the Development Agreement or any related Collateral Agreement. The Attorney can also act at the end of the Development Business. In these situations, the Attorney may take any action required of the Developer Parties that they have failed to do promptly or properly. This includes executing and delivering documents, transfers, assignments, deeds, forms, notices, or other instruments, particularly those related to Chatime's Marks and Website.
The powers granted to the Attorney commence immediately upon the execution of the Development Agreement and continue even after the Development Business ends. The Developer Parties are obligated to ratify and confirm any lawful actions taken by the Attorney under this clause. Additionally, the Developer Parties must pay all costs or other liabilities incurred by Chatime or the Attorney while acting under this power of attorney.