Under the Cicis Franchise Agreement, does the franchisee waive claims against Cicis and its affiliates arising from the franchisor's transfer of rights?
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)
Based on the 2025 Franchise Disclosure Document, the Cicis Franchise Agreement includes a waiver of certain damages. Specifically, the franchisee waives the right to punitive, exemplary, incidental, indirect, special, consequential, or other damages (including loss of profits) against Cicis and its affiliates. This waiver extends to the officers, directors, shareholders, partners, agents, representatives, independent contractors, servants, and employees of Cicis and its affiliates, in both their corporate and individual capacities. 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 for which the franchisee owes an indemnity under the agreement. In the event of a dispute, the franchisee's recovery is limited to actual damages sustained. The agreement also includes a waiver of the right to a jury trial in any action arising out of or in connection with the Franchise Agreement or any other agreements between Cicis and the franchisee and their respective affiliates.
It is important for a prospective Cicis franchisee to understand the implications of these waivers. While franchisees retain the right to recover actual damages, they give up the ability to seek additional forms of compensation that could potentially increase the total amount recovered in a dispute. Franchisees should consult with a legal professional to fully understand the scope and impact of these waivers before signing the Franchise Agreement.