In the Circle K security agreement, what does the DEBTOR waive regarding jury trials?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
- **23.
Waiver of Jury Trial.** DEBTOR WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY SUCH RIGHTS OR OBLIGATIONS.
Except as prohibited by law, DEBTOR waives any right that it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages.
DEBTOR (i) certifies that neither TMC FRANCHISE CORPORATION nor any representative, agent or attorney of TMC FRANCHISE CORPORATION has represented, expressly or otherwise, that TMC FRANCHISE CORPORATION would not, in the event of litigation, seek to enforce the foregoing waivers and (ii) acknowledges that, in entering into the Credit Agreement, (and the other Loan Documents to which TMC FRANCHISE CORPORATION is a party), TMC FRANCHISE CORPORATION is relying upon, among other things, the waivers and certifications contained in this section 23.
Source: Item 23 — RECEIPTS (FDD pages 100–359)
What This Means (2025 FDD)
According to Circle K's 2025 Franchise Disclosure Document, the DEBTOR (franchisee) waives their right to a jury trial regarding any disputes connected to the security agreement. This waiver extends to any actions or claims arising from the agreement, including rights, obligations, or the performance of such rights and obligations.
This means that if a dispute arises between the Circle K franchisee and TMC Franchise Corporation (or affiliated companies) related to the Security Agreement, the franchisee agrees to resolve the issue through a judge rather than a jury trial. This can potentially expedite the legal process and may reduce legal costs, but it also means the franchisee will not have the opportunity to present their case to a jury of their peers.
The franchisee also certifies that Circle K has not represented that it would not enforce this jury trial waiver in the event of litigation. This acknowledgement is a crucial part of the agreement, as Circle K relies on these waivers when entering into the Credit Agreement and other loan documents. Franchisees should carefully consider the implications of waiving their right to a jury trial, as it can significantly impact how disputes are resolved.
It is common practice for franchise agreements to include clauses that address dispute resolution, including waivers of jury trials. Franchisees should consult with legal counsel to fully understand the ramifications of such waivers and how they might affect their rights in the event of a dispute with Circle K.