Does the Ella Cafe franchisor's right to modify the Manual or System Standards have any limitations?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
11.1 Manual; Modification. The Manual, and any part of the Manual, may be in any form or media determined by Franchisor. Franchisor may supplement, revise, or modify the Manual, and Franchisor may change, add or delete System Standards at any time in its discretion. Franchisor may inform Franchisee thereof by any method that Franchisor deems appropriate (which need not qualify as "notice" under Section 16.3). In the event of any dispute as to the contents of the Manual, Franchisor' master copy will control.
Additionally, Franchisor reserves the right, in its sole discretion, to vary the standards throughout the System, as well as the services and assistance that Franchisor may provide to some franchisees based upon the peculiarities of a particular site or circumstance, existing business practices, or other factors that Franchisor deems to be important to the operation of any ELLA coffee house or the System.
Franchisee shall, upon reasonable notice, accept, implement, use and display in the operation of the Franchised Business any such changes in the System, as if they were part of this Agreement at the time of execution hereof at If such additional investment is required to be made in the last two years of the initial term, Franchisee may avoid making the investment by providing notice of intent not to renew the Franchise unless the investment is in connection with a modification to the System required by law or court order.
Notwithstanding the foregoing, Franchisee shall be required to make any and all improvements or modifications whenever such are required by law, regulation, agency decision or court order.
Except as provided herein, Franchisor shall not be liable to Franchisee for any expenses, losses or damages sustained by Franchisee as a result of any of the modifications contemplated hereby, Franchisee hereby covenants not to commence or join in any litigation or other proceeding against Franchisor or any third party complaining of any such modifications or seeking expenses, losses or damages caused thereby.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2024 FDD)
According to Ella Cafe's 2024 Franchise Disclosure Document, Ella Cafe has broad discretion to modify the Manual and System Standards. Ella Cafe may supplement, revise, or modify the Manual, and change, add, or delete System Standards at any time. Ella Cafe can inform franchisees of these changes through any method they deem appropriate. In case of a dispute, Ella Cafe's master copy of the Manual will control.
Ella Cafe also reserves the right to vary standards throughout the system and the assistance provided to some franchisees, based on specific site peculiarities, existing business practices, or other factors they consider important. Franchisees have no recourse against Ella Cafe for any variations granted to other franchisees and cannot demand similar variations.
However, franchisees are required to make improvements or modifications if required by law, regulation, agency decision, or court order. If additional investment is required in the last two years of the initial term, the franchisee can avoid the investment by providing notice of intent not to renew the franchise, unless the investment is required by law or court order. Franchisees are generally responsible for expenses, losses, or damages resulting from modifications, and they agree not to litigate against Ella Cafe regarding these changes.