Does the Crepe De Licious agreement favor either party in its construction?
Crepe_De_Licious Franchise · 2025 FDDAnswer from 2025 FDD Document
9. Miscellaneous.
- a. If we pursue legal remedies against you because you have breached this Agreement and prevail against you, you agree to pay our reasonable attorneys' fees and costs in doing so.
- b. This Agreement will be governed by, construed, and enforced under the laws of Delaware, and the courts in that state shall have jurisdiction over any legal proceedings arising out of this Agreement.
- c. Each section of this Agreement, including each subsection and portion thereof, is severable. If any section, subsection, or portion of this Agreement is unenforceable, it shall not affect the enforceability of any other section, subsection, or portion; and each party to this Agreement agrees that the court may impose such limitations on the terms of this Agreement as it deems in its discretion necessary to make such terms reasonable in scope, duration, and geographic area.
- d. You and we both believe that the covenants in this Agreement are reasonable in terms of scope, duration, and geographic area. However, we may at any time unilaterally modify the terms of this Agreement upon written notice to you by limiting the scope of the Prohibited Activities, narrowing the definition of a Competitive Business, shortening the duration of the Restricted Period, reducing the geographic scope of the Restricted Territory, and/or reducing the scope of any other covenant imposed upon you under this Agreement to ensure that the terms and covenants in this Agreement are enforceable under applicable law.
Source: Item 22 — CONTRACTS (FDD page 57)
What This Means (2025 FDD)
Based on the 2025 Crepe De Licious Franchise Disclosure Document, several clauses within the franchise agreement appear to favor the franchisor. Specifically, if Crepe De Licious pursues legal action against a franchisee for breach of contract and wins, the franchisee is responsible for covering Crepe De Licious's legal fees and costs. This arrangement places a significant financial burden on the franchisee in the event of a legal dispute. Additionally, the agreement is governed by Delaware law, and any legal proceedings must take place in Delaware courts, which may create a logistical and financial disadvantage for franchisees located outside of Delaware.
Furthermore, Crepe De Licious retains the right to unilaterally modify the terms of the agreement, including but not limited to, limiting prohibited activities, narrowing the definition of a competitive business, shortening the restricted period, and reducing the geographic scope of the restricted territory. While this modification is presented as a measure to ensure the enforceability of the agreement under applicable law, it provides Crepe De Licious with considerable flexibility to alter the contractual obligations of the franchisee.
These clauses suggest that the Crepe De Licious franchise agreement is structured to provide greater protection and flexibility to the franchisor, while placing more responsibility and potential risk on the franchisee. Prospective franchisees should carefully consider these aspects and seek legal counsel to fully understand their implications before entering into the agreement.