What is the deadline for a Crown Gold Exchange franchisee to pay liquidated damages after termination?
Crown_Gold_Exchange Franchise · 2024 FDDAnswer from 2024 FDD Document
- 14.5 Liquidated Damages. If Crown Gold Franchising terminates this Agreement based upon Franchisee's default (or if Franchisee purports to terminate this Agreement except as permitted under Section 14.1), then within 10 days thereafter Franchisee shall pay to Crown Gold
Franchising a lump sum (as liquidated damages and not as a penalty) calculated as follows: (x) the average Royalty Fees that Franchisee owed to Crown Gold Franchising under this Agreement for the 52-week period preceding the date on which Franchisee ceased operating the Business; multiplied by (y) the lesser of (1) 104 or (2) the number of weeks remaining in the then-current term of this Agreement. If Franchisee had not operated the Business for at least 52 weeks, then (x) will equal the average Royalty Fees and Marketing Fund Contributions that Franchisee owed to Crown Gold Franchising during the period that Franchisee operated the Business. The "average Royalty Fees that Franchisee owed to Crown Gold Franchising" shall not be discounted or adjusted due to any deferred or reduced Royalty Fees and Marketing Fund Contributions set forth in an addendum to this Agreement, unless this Section 14.5 is specifically amended in such addendum. Franchisee acknowledges that a precise calculation of the full extent of Crown Gold Franchising's damages under these circumstances is difficult to determine and the method of calculation of such damages as set forth in this Section is reasonable. Franchisee's payment to Crown Gold Franchising under this Section will be in lieu of any direct monetary damages that Crown Gold Franchising may incur as a result of Crown Gold Franchising's loss of Royalty Fees and Marketing Fund Contributions that would have been owed to Crown Gold Franchising after the date of termination; however, such payment shall be in addition to all damages and other amounts arising under Section 14.3 and Section 14.4, Crown Gold Franchising's right to injunctive relief for enforcement of Article 13, and any attorneys' fees and other costs and expenses to which Crown Gold Franchising is entitled under this Agreement. Except as provided in this Section, Franchisee's payment of this lump sum shall be in addition to any other right or remedy that Crown Gold Franchising may have under this Agreement or otherwise.
Source: Item 22 — CONTRACTS (FDD pages 38–39)
What This Means (2024 FDD)
According to Crown Gold Exchange's 2024 Franchise Disclosure Document, if Crown Gold Franchising terminates the Franchise Agreement due to the franchisee's default, or if the franchisee attempts to terminate the agreement without proper cause, the franchisee must pay liquidated damages to Crown Gold Franchising within 10 days. This payment is to compensate Crown Gold Franchising for losses incurred due to the early termination.
The liquidated damages are calculated as a lump sum, not a penalty. The amount is determined by multiplying (x) the average Royalty Fees the franchisee owed for the 52-week period before ceasing operations by (y) the lesser of 104 or the number of weeks remaining in the current term of the agreement. If the franchisee operated for less than 52 weeks, the calculation uses the average Royalty Fees and Marketing Fund Contributions owed during the period of operation.
The FDD states that this payment covers the loss of future Royalty Fees and Marketing Fund Contributions. However, the franchisee is still responsible for all other outstanding amounts and damages, including those related to de-identification of the location, injunctive relief, and legal fees. This liquidated damages clause aims to provide a reasonable estimate of Crown Gold Exchange's losses, acknowledging that precisely calculating the full extent of damages is difficult.