Where will mediation take place for disputes involving Crepe De Licious?
Crepe_De_Licious Franchise · 2025 FDDAnswer from 2025 FDD Document
arising from a violation of any provision of this Agreement other than the Royalty Fee and Advertisement Fund sections. You and each of your owners agree that the liquidated damages provision does not give us an adequate remedy at law for any default under, or for the enforcement of, any provision of this Agreement other than the Royalty Fee and Advertisement sections.
18. DISPUTE RESOLUTION
18.01 Mediation. Except as set forth in Section 18.03 below, all claims or disputes between you and us or our affiliates arising out of, or in any way relating to, this Agreement, or any of the parties' respective rights and obligations arising out of this Agreement, shall be submitted first to mediation prior to a hearing in binding arbitration or a trial court proceeding. Such mediation shall take place in Toronto, Ontario, Canada (or our then-current headquarters) under the auspices of the ADR Institute of Canada ("ADR"), in accordance with ADR's Commercial Mediation Rules then in effect. You may not commence any action against us or our affiliates with respect to any such claim or dispute in any court unless mediation proceedings have been terminated either: (i) as the result of a written declaration of the mediator(s) that further mediation efforts are not worthwhile; or (ii) as a result of a written declaration by us. The parties shall each bear their own costs of mediation and shall share equally the filing fee imposed by ADR and the mediator's fees. We reserve the right to specifically enforce our right to mediation. Prior to mediation, and before commencing any legal action against us or our affiliates with respect to any such claim or dispute, you must submit a notice to us, which specifies in detail, the precise nature and grounds of such claim or dispute. We shall not be required to first attempt to mediate or arbitrate a controversy, dispute or claim against you through mediation or arbitration as set forth in Section 18 if such controversy, dispute or claim concerns an allegation by us that you have violated (or threaten to violate, or pose an imminent risk of violating): (a) any of our federally protected intellectual property rights in the Marks, the System, or in any of our trade secrets or confidential information; (b) any claims pertaining to or arising out of any warranty issued; or (c) any of the restrictive covenants contained in this Agreement. We and you (and your owners) agree that the mediation provision shall apply during the term of this Agreement and following the termination, expiration or non-renewal of this Agreement.
18.02 Binding Arbitration. Without limiting our rights and remedies under Section 16, the parties hereto acknowledge and agree that any dispute or controversy arising out of or relating to this Agreement not settled by informal negotiations will, at the request of either party, be settled by final and binding arbitration conducted in the State of Delaware (or the state in which we then have our thencurrent principal place of business) by the ADR in accordance with the then-current National Arbitration Rules of the ADR and otherwise as set forth below on an individual basis (not a class action):
- (a) Notice of Arbitration. Either party may initiate the arbitration proceeding by making a written demand to the other party, and both parties will then be obligated to engage in arbitration. The demand for arbitration must be served on the other party within the period provided by the applicable statute of limitations, and must contain a statement setting forth the nature of the dispute, the amount involved, if any, and the remedies sought. A demand for arbitration will not operate to stay, postpone or rescind the effectiveness of any termination of this Agreement. Arbitration will not proceed until any protest of arbitrability is resolved by the arbitrator or by an appropriate court, if necessary.
Source: Item 22 — CONTRACTS (FDD page 57)
What This Means (2025 FDD)
According to the 2025 Crepe De Licious Franchise Disclosure Document, mediation for disputes will take place in one of two locations. For disputes arising from the Franchise Agreement, mediation will occur in Toronto, Ontario, Canada, or at Crepe De Licious's then-current headquarters. This mediation will be conducted under the auspices of the ADR Institute of Canada, following its Commercial Mediation Rules.
For disputes arising from the Area Development Agreement, mediation will be conducted by the American Arbitration Association, following its rules for commercial disputes. The location for these mediation proceedings will be a suitable location chosen by the mediator within a five-mile radius of Crepe De Licious's then-current principal place of business, unless otherwise agreed in writing.
It is important to note that these mediation requirements have some exceptions. Crepe De Licious is not required to mediate or arbitrate claims against a franchisee if the dispute involves alleged violations of Crepe De Licious's intellectual property rights, warranty claims, or restrictive covenants. Similarly, the mediation requirement in the Area Development Agreement does not prevent either party from seeking injunctive relief for threatened conduct that could cause loss or damages.