Where must I consent to personal jurisdiction for claims, controversies, and disputes related to the Ella Cafe Development Agreement?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
tial Information. Moreover, regardless of this mediation agreement, Franchisor and Developer each have the right in a proper case to seek temporary restraining orders and temporary or preliminary injunctive relief in any court of competent jurisdiction.
- 14.2.5. Neither illness, Covid, inconvenience, weather, or any other reason shall serve to excuse your personal appearance for mediation.
- 14.2.5. The parties acknowledge that any information disclosed by either party in mediation may only be used for those purposes and may not be used in any following litigation. Mediation must be conducted in person pursuant to Section 14.2.2., and no telephonic or electronic appearance by any of the parties or their counsel is permitted except for the purposes of scheduling mediation or discussion non-material mediation-related matters.
- 14.3. Litigation. To the extent that litigation is permitted in accordance with the above provisions, or in the event that any claim or controversy is not finally resolved through mediation, then the following provisions will apply:
- 14.3.1. JURISDICTION AND VENUE. FOR ANY CLAIMS, CONTROVERSIES, AND/OR DISPUTES WHICH ARE NOT FINALLY RESOLVED THROUGH MEDIATION AS PROVIDED ABOVE, DEVELOPER, OWNERS, AND PRINCIPALS IRREVOCABLY SUBMIT THEMSELVES TO THE JURISDICTION OF THE STATE AND THE FEDERAL DISTRICT COURTS LOCATED IN THE STATE, COUNTY, OR JUDICIAL DISTRICT IN WHICH FRANCHISOR'S PRINCIPAL PLACE OF BUSINESS IS LOCATED. DEVELOPER, OWNERS, AND PRINCIPALS HEREBY WAIVE ALL QUESTIONS OF PERSONAL JURISDICTION FOR THE PURPOSE OF CARRYING OUT THIS PROVISION AND AGREE THAT SERVICE OF PROCESS MAY BE MADE UPON ANY OF THEM IN ANY PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP CREATED HEREBY BY ANY MEANS ALLOWED BY FLORIDA OR FEDERAL LAW. DEVELOPER, OWNERS, AND PRINCIPALS FURTHER AGREE THAT VENUE FOR ANY SUCH PROCEEDING WILL BE THE COUNTY OR JUDICIAL DISTRICT IN WHICH FRANCHISOR'S
PRINCIPAL PLACE OF BUSINESS IS LOCATED; PROVIDED, THAT FRANCHISOR MAY BRING ANY ACTION (i) FOR MONIES OWED, (ii) FOR INJUNCTIVE OR OTHER EXTRAORDINARY RELIEF OR (iii) INVOLVING POSSESSION OR DISPOSITION OF, OR OTHER RELIEF RELATING TO, REAL PROPERTY, THE MARKS, OR THE CONFIDENTIAL INFORMATION, IN ANY STATE OR FEDERAL DISTRICT COURT WHICH HAS JURISDICTION.
- 14.3.2. WAIVER OF JURY TRIAL.
Source: Item 23 — RECEIPTS (FDD pages 50–181)
What This Means (2024 FDD)
According to Ella Cafe's 2024 Franchise Disclosure Document, as a developer, owner, or principal, you must irrevocably submit to the jurisdiction of the state and federal district courts located in the state, county, or judicial district in which Ella Cafe's principal place of business is located for any claims, controversies, and/or disputes not resolved through mediation. This means that legal proceedings would likely take place where Ella Cafe's headquarters are situated. You also waive all questions of personal jurisdiction for the purpose of carrying out this provision. Service of process may be made upon you in any proceeding relating to or arising out of the Development Agreement by any means allowed by Florida or Federal Law.
Furthermore, you agree that the venue for any such proceeding will be the county or judicial district in which Ella Cafe's principal place of business is located. However, Ella Cafe retains the right to bring actions against you for monies owed, for injunctive or other extraordinary relief, or involving possession or disposition of real property, trademarks, or confidential information in any state or federal district court that has jurisdiction.
In a separate clause within the Confidentiality Agreement, you acknowledge that you are to receive valuable information from Ella Cafe's principal business office, wherever it may be located. Therefore, with respect to all claims, controversies, and disputes, you irrevocably consent to personal jurisdiction and submit to the jurisdiction of the federal and state courts that service the county where Ella Cafe's principal business office is located. However, Ella Cafe or the Developer may bring and maintain an action against you in any court of competent jurisdiction for injunctive or other extraordinary relief against threatened conduct that will cause loss or damages, under the usual equity rules, including the applicable rules for obtaining restraining orders and preliminary and permanent injunctions.
These clauses mean that as an Ella Cafe franchisee, you may be required to travel to the location of Ella Cafe's principal business office for legal proceedings, which could incur significant travel and legal expenses. It is important to note the distinction between the jurisdiction specified in the Development Agreement versus the Confidentiality Agreement, and to understand the circumstances under which Ella Cafe may pursue action in other jurisdictions.