How is the language of the Coffee News agreement to be construed?
Coffee_News Franchise · 2025 FDDAnswer from 2025 FDD Document
6.1 Franchise of "Coffee News" Name and Format. Nothing in this Agreement shall be construed as an assignment or grant to Franchisee of any right, title or interest in or to the "Coffee News" name or Format, it being understood that all rights relating hereto are reserved by 2703203 Manitoba Inc., a corporation of the Province of Manitoba, Canada and Franchisor except for this license to use the "Coffee News" name and Format only as specifically and expressly provided in this Agreement. Furthermore, nothing in this Agreement shall be construed as an assignment, grant or
license to Franchisee of any right, title or interest in any trade names, service marks, trade symbols, emblems, signs, slogans or insignia not designated by this Agreement as licensed to Franchisee, which may be developed by Franchisor for use with other franchisees. Franchisee recognizes the great value of the goodwill associated with the "Coffee News" name and Format and acknowledges that the name and rights therein and goodwill pertaining thereto belong to Franchisor and 2703203 Manitoba Inc. Franchisee hereby agrees that every use of the "Coffee News" name and Format shall inure to the benefit of Franchisor and 2703203 Manitoba Inc. and that Franchisee shall not at any time acquire any rights in such name. Franchisee agrees that it will not, while this Agreement is in effect or thereafter, attack the title or any rights of Franchisor or 2703203 Manitoba Inc. in and to the "Coffee News" name or Format or attack the validity of this license of the use of such name or Format or do anything which would jeopardize or diminish Franchisor's rights to or the value of such name.
Source: Item 23 — Receipts (FDD pages 36–118)
What This Means (2025 FDD)
According to the 2025 Coffee News Franchise Disclosure Document, the franchise agreement does not grant the franchisee any rights, title, or interest in the "Coffee News" name or format, except for the license to use them as specifically provided in the agreement. All rights related to the "Coffee News" name and format are reserved by 2703203 Manitoba Inc. and Coffee News, except for the limited license granted to the franchisee. This means a franchisee cannot claim ownership or unrestricted use of the Coffee News brand elements beyond what the agreement explicitly allows.
Furthermore, the agreement clarifies that it does not assign, grant, or license any rights to trade names, service marks, trade symbols, emblems, signs, slogans, or insignia not specifically designated as licensed to the franchisee. This ensures that Coffee News retains control over its broader brand identity and can develop new elements for use with other franchisees without granting those rights to existing franchisees unless explicitly stated. The franchisee acknowledges the value of the goodwill associated with the "Coffee News" name and agrees that all use of the name and format benefits Coffee News and 2703203 Manitoba Inc., preventing the franchisee from acquiring any rights in the name.
The franchisee also commits not to challenge the title or rights of Coffee News or 2703203 Manitoba Inc. to the "Coffee News" name or format, nor to attack the validity of the license or take any action that could jeopardize or diminish Coffee News's rights or the value of the name. This provision protects Coffee News's intellectual property and brand reputation by preventing franchisees from undermining the brand's value or claiming ownership of its core assets. This is a standard clause in franchise agreements to protect the franchisor's brand and intellectual property.
In practical terms, this means a Coffee News franchisee must adhere strictly to the terms of the franchise agreement regarding the use of the Coffee News name, format, and other brand elements. They cannot create their own variations of the logo, slogans, or marketing materials without express permission from Coffee News. This ensures brand consistency across all franchise locations and protects the overall value of the Coffee News brand.