factual

Under what circumstances is a party not liable for delays in performing obligations (other than payment) according to the Chatime franchise agreement?

Chatime Franchise · 2025 FDD

Answer from 2025 FDD Document

22 Force Majeure

  • 22.1 A party (Affected Party) is not liable for any delay or failure to perform an obligation (other than to pay money) under this Agreement caused by:
    • (1) Act of God;
    • (2) War, terrorism, riot, insurrection, vandalism, or sabotage;
    • (3) Strike, lockout, ban, limitation of work, or other industrial disturbance; or
    • (4) Law, rule, or regulation of any government or governmental agency and executive or administrative order or act of general or particular application.
  • 22.2 The Affected Party must notify each other party as soon as practical of any anticipated delay or failure caused by an event referred to in clause 22.1 (Event).
  • 22.3 The performance of the Affected Party's obligation (other than to pay money) is suspended for the period of delay caused by the Event.

Source: Item 23 — Receipts (FDD pages 58–262)

What This Means (2025 FDD)

According to the 2025 Chatime Franchise Disclosure Document, under the section "Force Majeure," a party, referred to as the "Affected Party," will not be held responsible for any delays or failures in fulfilling their obligations under the agreement, except for the obligation to pay money, if these issues are caused by specific events. These events include acts of God, war, terrorism, riot, insurrection, vandalism, or sabotage. The clause also covers disruptions caused by strikes, lockouts, work limitations, or other industrial disturbances. Finally, it includes any law, rule, or regulation from a government or governmental agency, as well as executive or administrative orders.

For a prospective Chatime franchisee, this means that if unforeseen circumstances like a natural disaster or government regulation prevent them from meeting certain obligations outlined in the franchise agreement (excluding payment obligations), they may not be held liable for the delay or failure. However, the franchisee must promptly notify the other party of any anticipated delay or failure caused by such an event.

This "Force Majeure" clause provides a degree of protection for both Chatime and its franchisees against circumstances beyond their control. It's a fairly standard provision in franchise agreements, designed to allocate risk in the face of unpredictable events. However, it's crucial to note that this protection does not extend to payment obligations; franchisees are still expected to meet their financial commitments regardless of these events. The franchisee should carefully review the definition of events that qualify as "Force Majeure" to understand the scope of this protection.

Disclaimer: This information is extracted from the 2025 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.