What constitutes 'losing possession of the Location' for a Chocolate Fish Coffee franchise?
Chocolate_Fish_Coffee Franchise · 2024 FDDAnswer from 2024 FDD Document
(iii) notify the telephone, internet, email, electronic network, directory, and listing entities of the termination or expiration of Franchisee's right to use any numbers, addresses, domain names, locators, directories and listings associated with any of the Marks, and authorize their transfer to Chocolate Fish Franchising or any new franchisee as may be directed by Chocolate Fish Franchising, and Franchisee hereby irrevocably appoints Chocolate Fish Franchising, with full power of substitution, as its true and lawful attorney-in-fact, which appointment is coupled with an interest; to execute such directions and authorizations as may be necessary or appropriate to accomplish the foregoing; and
(iv) cease doing business under any of the Marks.
- 14.4 Remove Identification. Within 30 days after termination or expiration, Franchisee shall at its own expense "de-identify" the Location so that it no longer contains the Marks, signage, or any trade dress of a Chocolate Fish Coffee business, to the reasonable satisfaction of Chocolate Fish Franchising.
Franchisee shall comply with any reasonable instructions and procedures of Chocolate Fish Franchising for de-identification.
If Franchisee fails to do so within 30 days after this Agreement expires or is terminated, Chocolate Fish Franchising may enter the Location to remove the Marks and de-identify the Location.
In this event, Chocolate Fish Franchising will not be charged with trespass nor be accountable or required to pay for any assets removed or altered, or for any damage caused by Chocolate Fish Franchising.
Source: Item 23 — RECEIPTS (FDD pages 41–119)
What This Means (2024 FDD)
Based on the 2024 Franchise Disclosure Document, the Chocolate Fish Coffee franchise agreement stipulates several conditions related to the franchisee's obligations concerning the location. Specifically, if the franchise agreement is terminated or expires, the franchisee is obligated to 'de-identify' the location within 30 days, removing all Chocolate Fish Coffee trademarks, signage, and trade dress. This de-identification must be done to the franchisor's reasonable satisfaction. Failure to comply within this timeframe allows Chocolate Fish Franchising to enter the location and remove the branding themselves, without being held liable for trespass or damages.
Furthermore, upon termination or expiration of the franchise, the franchisee must notify all relevant entities (telephone, internet, email, etc.) of the termination and authorize the transfer of all associated numbers, addresses, domain names, and listings to Chocolate Fish Franchising or a new franchisee. Chocolate Fish Franchising is irrevocably appointed as the attorney-in-fact to execute these transfers. The franchisee must also cease doing business under any of the Chocolate Fish Coffee marks.
In practical terms, a Chocolate Fish Coffee franchisee needs to be aware of the detailed steps required to properly relinquish a location if the franchise agreement ends. This includes not only the physical removal of branding but also the administrative transfer of online and communication assets. Failing to meet these obligations can result in the franchisor taking control of the de-identification process and potentially incurring additional costs or disputes.