What rules govern binding arbitration for Circle K disputes?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
If not resolved by mediation and except as qualified below, any dispute between TMC and Licensee or their respective affiliates arising under, out of, in connection with or in relation to this Agreement or the parties' relationship must be submitted to binding arbitration under the authority of the Federal Arbitration Act and in accordance with the Center for Public Resources Rules Non-Administered Arbitration of Business Disputes then in effect.
Any arbitration must be on an individual basis and the parties and the arbitrator will have no authority or power to proceed with any claim as a class action or otherwise to join or consolidate any claim with any other claim or any other proceeding involving third parties.
In the event a court determines that this limitation on joinder of or class action certification of claims is unenforceable, then this entire commitment to arbitrate will become null and void and the parties must submit all claims to the jurisdiction of the courts.
The arbitration must take place in Maricopa County, Arizona (or the county in which TMC's headquarters are located at the time arbitration is demanded).
The arbitrator must follow the law and not disregard the terms of this Agreement.
The arbitrator must have at least 5 years of significant experience in franchise law.
A judgment may be entered upon the arbitration award by any state or federal court in the state where Franchisor maintains its headquarters or the state where the Premises are located.
The decision of the arbitrator will be final and binding on all parties to the dispute; however, the arbitrator may not under any circumstances: (1) stay the effectiveness of any pending termination of this Agreement; or (2) make any award which extends, modifies or suspends any lawful term of this Agreement or any reasonable standard of business performance that TMC sets.
All applicable statutes of limitations will be tolled while the procedures specified in this Section 12(b) are pending.
The parties will take such action, if any, required to effectuate such tolling.
- (c) Exception to Arbitration.
Notwithstanding Section 12(b), the parties agree that the following claims will not be subject to arbitration:
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- any action for declaratory or equitable relief, including, without limitation, seeking preliminary or permanent injunctive relief, specific performance, other relief in the nature of equity to enjoin any harm or threat of harm to such party's tangible or intangible property, brought at any time, including, without limitation, prior to or during the pendency of any arbitration proceedings initiated hereunder.
Source: Item 23 — RECEIPTS (FDD pages 100–359)
What This Means (2025 FDD)
According to Circle K's 2025 Franchise Disclosure Document, disputes between TMC (presumably Circle K's parent company or a related entity) and the licensee (franchisee) that arise from the Branding Agreement or the relationship between the parties must be submitted to binding arbitration if mediation fails. This arbitration is governed by the Federal Arbitration Act and follows the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes. The arbitration must occur in Maricopa County, Arizona, or the county where TMC's headquarters are located when arbitration is demanded. The arbitrator is bound by the law and the terms of the agreement.
The arbitration will be conducted on an individual basis, meaning class actions or consolidated claims are not permitted. If a court deems the restriction on class actions unenforceable, the agreement to arbitrate becomes void, and all claims must be submitted to the courts. The arbitrator must have at least 5 years of significant experience in franchise law.
Certain claims are exempt from arbitration, including actions for declaratory or equitable relief, such as seeking injunctions to protect tangible or intangible property. A judgment can be entered on the arbitration award in any state or federal court where Circle K maintains its headquarters or where the franchise premises are located. The arbitrator's decision is final and binding, but the arbitrator cannot stay the termination of the agreement or modify any lawful term or business performance standard set by TMC. All applicable statutes of limitations are suspended while these arbitration procedures are ongoing, and the parties must act to ensure this suspension is effective.