What constitutes 'good faith efforts' to cure a breach for a Dryject franchisee?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
ty, within fifteen (15) days after receipt of written notice of such Material Breach, to cure the default by promptly providing proof of cure to Us. Notwithstanding the foregoing, if the breach is curable but is of a nature which cannot reasonably be cured within such fifteen (15) day period and You have commenced and are continuing to make good faith efforts to cure the breach, You shall be given an additional reasonable period of time to cure the default, and this Agreement shall not terminate. If any such default is not cured within the time as specified by Us, this Agreement shall terminate effective immediately without further notice to You. You shall be in default under this Agreement for failure to comply with any of the requirements imposed by the Agreement, or for failure to carry out the terms of this Agreement in good faith. Such defaults include, but are not limited to:
- (i) A failure by You to remit any payments when due under this Agreement;
- (ii) A failure by You to establish, equip, maintain, or update the Franchised Business in accordance with Our System Standards;
- (iii) A failure by You to submit to Us financial reports or other information required under this Agreement, or a failure to allow reasonable access to Your records within the time periods required by this Agreement;
- (iv) A failure by You to operate the Franchised Business in accordance with Our Operations Manual or other manuals, or a failure by You to use products, methods, equipment or suppliers which conform to Our System Standards, or Your failure to maintain Our System Standards of quality service in the operation of the Franchised Business;
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to the 2025 Dryject Franchise Disclosure Document, if a Dryject franchisee commits a breach that is curable but cannot be reasonably cured within the initial 15-day notice period, the franchisee is given an additional reasonable period to cure the default, provided they have commenced and are continuing to make good faith efforts to cure the breach. This means that simply acknowledging the breach isn't enough; the franchisee must actively take steps to rectify the situation.
'Good faith efforts' are not explicitly defined in this section, but the FDD does state that Dryject will satisfy their obligations whenever they exercise Reasonable Business Judgement in making decisions or exercising their rights. Their decisions or actions will be deemed the result of Reasonable Business Judgment, even if other reasonable or even arguably preferable alternatives are available, if their decision or action is intended, in whole or significant part, to promote or benefit the System generally even if the decision or action also promotes their financial or other individual interest. Examples of items that will promote or benefit the System include without limitation enhancing the value of the Marks, improving customer service and satisfaction, improving service or product quality, improving uniformity, enhancing or encouraging modernization and improving the competitive position of the System.
For a prospective Dryject franchisee, this highlights the importance of promptly addressing any issues that could lead to a breach of contract. Documenting all actions taken to resolve the breach is crucial, as it provides evidence of 'good faith efforts.' Franchisees should communicate transparently with Dryject about the steps being taken and any challenges encountered during the cure period. While the FDD does not provide a specific definition of 'good faith efforts,' it emphasizes that the franchisee must be actively working towards resolving the breach within a reasonable timeframe.