Under what circumstances does a Cicis franchisee waive the right to incidental damages against Cicis?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
Waiver of Damages; Waiver of Jury Trial; Limitation of Liability.
- (1) EXCEPT WITH RESPECT TO ANY CLAIMS, CONTROVERSIES, OR DISPUTES FOR WHICH YOU OWE AN INDEMNITY UNDER THIS AGREEMENT OR OTHERWISE, YOU HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO OR CLAIM OR ANY PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING LOSS OF PROFITS) AGAINST US AND OUR AFFILIATES, AND THE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, AGENTS, REPRESENTATIVES, INDEPENDENT CONTRACTORS, SERVANTS, AND EMPLOYEES OF EACH OF US AND THEM, IN THEIR CORPORATE AND INDIVIDUAL CAPACITIES, ARISING OUT OF ANY CAUSE WHATSOEVER (WHETHER SUCH CAUSE BE BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT, OR OTHERWISE) AND AGREE THAT IN THE EVENT OF A
DISPUTE, YOU WILL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES YOU SUSTAIN. IF ANY OTHER TERM OF THIS AGREEMENT IS FOUND OR DETERMINED TO BE UNCONSCIONABLE OR UNENFORCEABLE FOR ANY REASON, THE FOREGOING PROVISIONS OF WAIVER BY AGREEMENT OF PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING LOSS OF PROFITS) WILL CONTINUE IN FULL FORCE AND EFFECT.
- (2) WE AND YOU AND YOUR OWNERS HEREBY FURTHER IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER AGREEMENTS BETWEEN US AND YOU AND YOUR OWNERS AND OUR AND YOUR RESPECTIVE AFFILIATES.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to the 2025 Cicis Franchise Disclosure Document, a franchisee waives the right to claim incidental damages against Cicis under most circumstances, with a specific exception. The franchisee agrees to waive any right to punitive, exemplary, incidental, indirect, special, consequential, or other damages (including loss of profits) against Cicis and its affiliates, as well as their officers, directors, shareholders, partners, agents, representatives, independent contractors, servants, and employees. This waiver applies to any cause of action, whether based in contract, negligence, strict liability, other tort, or otherwise.
However, this waiver does not apply to claims, controversies, or disputes for which the franchisee owes an indemnity under the Franchise Agreement. In essence, if Cicis is seeking indemnification from the franchisee, the franchisee's right to claim incidental damages is not waived. The agreement specifies that even if any other term of the agreement is found to be unconscionable or unenforceable, the waiver of these damages will remain in full effect.
This waiver means that a Cicis franchisee's ability to recover damages from Cicis is significantly limited. The franchisee is essentially restricted to recovering only actual damages sustained in a dispute. The franchisee also agrees to waive the right to a jury trial in any action arising out of or in connection with the Franchise Agreement or any other agreements between the franchisee and Cicis. This is a significant legal consideration for prospective franchisees, as it can impact their potential recourse in the event of a dispute with the franchisor.