What arbitration rules govern Chem Dry disputes?
Chem_Dry Franchise · 2024 FDDAnswer from 2024 FDD Document
ment against the defendant despite the defendant filing a demand for arbitration in accordance with Section 17.F, then the defendant may file a motion to compel arbitration in the civil litigation and, if the motion is granted, the defendant shall be entitled to recover from the plaintiff its reasonable attorney's fees, court costs and other expenses incurred in pursuing the motion to compel.
H. GOVERNING LAW
ALL MATTERS RELATING TO ARBITRATION WILL BE GOVERNED BY THE FEDERAL ARBITRATION ACT (9 U.S.C. §§ 1 ET SEQ.). EXCEPT TO THE EXTENT GOVERNED BY THE FEDERAL ARBITRATION ACT, THE UNITED STATES TRADEMARK ACT OF 1946 (LANHAM ACT, 15 U.S.C. SECTIONS 1051 ET SEQ.), OR OTHER FEDERAL LAW, THIS AGREEMENT, THE FRANCHISE, AND ALL CLAIMS ARISING FROM THE RELATIONSHIP BETWEEN THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF TENNESSEE, WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES, EXCEPT THAT ANY TENNESSEE LAW REGULATING THE SALE OF FRANCHISES OR GOVERNING THE RELATIONSHIP OF A FRANCHISOR AND ITS FRANCHISEE WILL NOT APPLY UNLESS ITS JURISDICTIONAL REQUIREMENTS ARE MET INDEPENDENTLY WITHOUT REFERENCE TO THIS SUBSECTION.
I. CONSENT TO JURISDICTION
SUBJECT TO SECTION 17.F. ABOVE AND THE PROVISIONS BELOW, FRANCHISEE AND ITS OWNERS AGREE THAT ALL ACTIONS ARISING UNDER THIS AGREEMENT OR OTHERWISE AS A RESULT OF THE RELATIONSHIP BETWEEN THE PARTIES MUST BE COMMENCED IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF TENNESSEE AND FRANCHISEE (AND EACH OWNER AND GUARANTOR OF FRANCHISEE) IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF THOSE COURTS AND WAIVES ANY OBJECTION FRANCHISEE (OR THE OWNER OR GUARANTOR) MIGHT HAVE TO EITHER THE JURISDICTION OF OR VENUE IN THOSE COURTS. FRANCHISEE AND ITS OWNERS
AGREE THAT CDI MAY ENFORCE THIS AGREEMENT AND ANY ARBITRATION ORDERS AND AWARDS IN THE COURTS OF THE STATE OR STATES IN WHICH FRANCHISEE IS DOMICILED OR THE BUSINESS IS LOCATED.
J. WAIVER OF PUNITIVE DAMAGES AND JURY TRIAL
EXCEPT FOR FRANCHISEE'S OBLIGATION TO INDEMNIFY CDI FOR THIRD PARTY CLAIMS UNDER SECTION 7, AND EXCEPT FOR PUNITIVE DAMAGES AVAILABLE TO EITHER PARTY UNDER FEDERAL LAW, CDI AND FRANCHISEE (AND FRANCHISEE'S OWNERS) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM FOR ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER AND AGREE THAT, IN THE EVENT OF A DISPUTE BETWEEN CDI AND FRANCHISEE, THE PARTY MAKING A CLAIM WILL BE LIMITED TO EQUITABLE RELIEF AND TO RECOVERY OF ANY ACTUAL DAMAGES IT SUSTAINS.
CDI AND FRANCHISEE IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, BROUGHT BY EITHER OF THEM.
K. FRANCHISEE MAY NOT WITHHOLD PAYMENTS
FRANCHISEE agrees not to, on grounds of the alleged nonperformance by CDI or its affiliates of any of its obligations hereunder, withhold payments or amounts due of any kind to CDI or its affiliates.
L. BINDING EFFECT
This Agreement is binding upon the parties hereto and their respective executors, administrators, heirs, beneficiaries, permitted assigns and successors in interest. Subject to CDI's rights to modify certain fees, the Manual and System Standards unilaterally, this Agreement shall not be modified except by written agreement signed by FRANCHISEE and CDI.
M. LIMITATIONS OF CLAIMS
Any and all claims, except claims for monies due CDI or its affiliates, arising out of or relating to this Agreement or the relationship among the parties hereto shall be barred unless an action or legal or arbitration proceeding is commenced within one (1) year from the date on which the party asserting the claim knew or should have known of the facts giving rise to such claims.
**N.
Source: Item 23 — Receipts (FDD pages 68–264)
What This Means (2024 FDD)
According to Chem Dry's 2024 Franchise Disclosure Document, any matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). Except to the extent governed by the Federal Arbitration Act, the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et seq.), or other federal law, the agreement, the franchise, and all claims arising from the relationship between the parties will be governed by the laws of the state of Tennessee, without regard to its conflict of laws rules. However, any Tennessee law regulating the sale of franchises or governing the relationship of a franchisor and its franchisee will not apply unless its jurisdictional requirements are met independently without reference to this subsection.
Chem Dry and the franchisee agree that, with a couple of exceptions, all controversies, disputes, or claims between Chem Dry and its affiliates, and its and their respective shareholders, officers, directors, agents, and/or employees, and the franchisee (and/or its Owners, Guarantors, affiliates, and/or employees) arising out of or related to the franchise agreement will be submitted for binding arbitration to the American Arbitration Association on demand of either party. The exceptions are (i) matters covered by Section 17.G. and (ii) controversies, disputes, or claims related to or based on actual or potential improper use of the Marks or unauthorized use or disclosure of Confidential Information.
These arbitration proceedings will be conducted by a single arbitrator in the English language at a location chosen by the arbitrator in Nashville, Tennessee and, except as otherwise provided in this Agreement, will be heard in accordance with the then current commercial arbitration rules of the American Arbitration Association. The arbitrator has the right to award or include in his or her award any relief which he or she deems proper, including, without limitation, money damages (with interest on unpaid amounts from the date due), specific performance, injunctive relief and attorneys' fees and costs, provided that the arbitrator may not declare any Mark generic or otherwise invalid or, except as expressly provided in Section 17.J. below, award any punitive or exemplary damages against either party.
Chem Dry and the franchisee agree that arbitration shall be conducted on an individual, not a class wide, basis and that an arbitration proceeding between Chem Dry and the franchisee and their respective affiliates, shareholders, officers, directors, agents, and/or employees shall not be consolidated with any other arbitration proceeding involving Chem Dry and any other person. Franchisee and Chem Dry agree to be bound by the provisions of any limitation on the period of time in which claims must be brought under applicable law or this Agreement, whichever expires earlier.