What happens if a claim or controversy is not finally resolved through mediation for Ella Cafe?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
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:
- (a) **JURISDICTION AND VENUE.
FOR ANY CLAIMS, CONTROVERSIES, AND/OR DISPUTES WHICH ARE NOT FINALLY RESOLVED THROUGH MEDIATION AS PROVIDED ABOVE, FRANCHISEE, 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.
FRANCHISEE, 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.
FRANCHISEE, 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.**
- (b) WAIVER OF JURY TRIAL.
FRANCHISOR AND FRANCHISEE IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, BROUGHT BY EITHER OF THEM AGAINST THE OTHER, WHETHER OR NOT THERE ARE OTHER PARTIES IN SUCH ACTION OR PROCEEDING.
- (c) WAIVER OF PUNITIVE DAMAGES.
THE PARTIES HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2024 FDD)
According to Ella Cafe's 2024 Franchise Disclosure Document, if mediation does not resolve a claim or controversy, litigation may be pursued. Franchisees, owners, and principals must submit to the jurisdiction of state and federal courts located where Ella Cafe's principal business is located. They also waive any questions of personal jurisdiction. This means a franchisee might have to litigate in a state far from where their Ella Cafe franchise is located.
Furthermore, the franchisee, owners, and principals agree that the venue for any legal proceeding will be the county or judicial district where Ella Cafe's principal business is located. However, Ella Cafe can bring actions for monies owed, injunctive relief, or issues involving real property, trademarks, or confidential information in any state or federal district court with jurisdiction. This gives Ella Cafe more flexibility in choosing a venue for certain types of disputes.
Both Ella Cafe and the franchisee waive the right to a jury trial in any action, proceeding, or counterclaim. Additionally, the parties waive any right to claim punitive or exemplary damages against each other, limiting recovery to actual damages sustained. This encourages resolution based on actual losses rather than potentially inflated punitive awards, which is a common practice in franchise agreements to manage litigation costs.