Does the non-disparagement clause in the Christian Brothers Automotive agreement apply to the Franchisor's affiliates?
Christian_Brothers_Automotive Franchise · 2025 FDDAnswer from 2025 FDD Document
24. DISPUTE RESOLUTION AGREEMENT.
24.01 Dispute Resolution Agreement.
(a) If a dispute, controversy or claim arises between or among any or all of the parties, including without limitation any dispute, controversy or claim that arises out of or relates to this Agreement or any other agreement, instrument, or relationship between the parties, or the breach, termination or invalidity of the Agreement or any such other agreement or instrument, AND including but not limited to a claim based on or arising out of a claim for tortious interference or other tortious or statutory claims arising before, during or after termination of this Agreement and including any dispute that involves any or all of the parties and any employee, officer, director, supervisor or member of management of either party hereto (collectively the "Dispute"), and if the Dispute cannot be settled through direct discussions, the parties agree to resolve the Dispute by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the "Rules"), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration hereunder shall be pursuant to the applicable rules of the American Arbitration Association as set out above except to the extent modified in this Section. The parties acknowledge that this Agreement and/or the dealings of the parties involve interstate commerce and that the Federal Arbitration Act applies to any arbitration hereunder. Any such arbitration shall be conducted before three (3) arbitrators unless the parties agree in writing to a different number. No arbitration shall be conducted before an even number of arbitrators.
Source: Item 23 — RECEIPTS (FDD pages 76–372)
What This Means (2025 FDD)
Based on the 2025 Franchise Disclosure Document, the Christian Brothers Automotive franchise agreement outlines a dispute resolution process that includes any dispute involving the parties and any employee, officer, director, supervisor, or member of management of either party. This suggests that disputes, including those related to disparagement, could extend to individuals associated with the franchisor.
The agreement specifies that if a dispute arises between the franchisee and the franchisor (Christian Brothers Automotive), or among any of the parties involved, including employees or management, it should be resolved through binding arbitration. This arbitration is administered by the American Arbitration Association and follows its Commercial Arbitration Rules. The agreement emphasizes that this covers a broad range of claims, including those based on tortious interference or statutory claims, occurring before, during, or after the termination of the agreement.
For a prospective Christian Brothers Automotive franchisee, this means that any grievances or disputes, including those related to disparagement, involving not only the franchisor but also its employees or management, are subject to the dispute resolution process outlined in the franchise agreement. It is important for franchisees to understand the scope of this clause and how it may impact their interactions and potential disputes with various individuals associated with the Christian Brothers Automotive brand.