factual

If an Ella Cafe franchisee is dissolved, does this constitute a default?

Ella_Cafe Franchise · 2024 FDD

Answer from 2024 FDD Document

  • **14.1.

Termination In the Event of Bankruptcy or Insolvency**.

Franchisee will be deemed to be in default of this Agreement, and all rights granted to it in this Agreement will automatically terminate without notice if: (a) Franchisee becomes insolvent or makes a general assignment for the benefit of creditors; (b) a petition in bankruptcy is filed by Franchisee or such a petition is filed against Franchisee and Franchisee does not oppose it; (c) Franchisee is adjudicated as bankrupt or insolvent; (d) a bill in equity or other proceeding for the appointment of a receiver for Franchisee or other custodian for its business or assets is filed and consented to by Franchisee; (e) a receiver or other custodian (permanent or temporary) of Franchisee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; (f) proceedings for a composition with creditors under any state or federal law is instituted by or against Franchisee; (g) a final judgment remains unsatisfied or of record for 30 days or longer (unless a supersedeas bond is filed); (h) Franchisee is dissolved; (i) execution is levied against Franchisee's business or property; (j) judicial, non-judicial, or administrative proceedings to foreclose any lien or mortgage against Franchisee, the Business Entity, or the Coffee House premises or assets or equipment are instituted against Franchisor and are not dismissed within 30 days; or (k) the real or personal property of Franchisee or the Coffee House is sold after levy thereupon by any sheriff, marshal, or constable.

Source: Item 22 — CONTRACTS (FDD page 50)

What This Means (2024 FDD)

According to Ella Cafe's 2024 Franchise Disclosure Document, if a franchisee is dissolved, it is considered a default of the franchise agreement. Specifically, Article 14.1 outlines various events that constitute a default, leading to automatic termination of the agreement without notice.

The FDD states that if the franchisee is dissolved, all rights granted to the franchisee in the agreement will automatically terminate. This means Ella Cafe can immediately terminate the agreement without providing any prior notice or opportunity to cure the default.

This clause protects Ella Cafe by allowing them to promptly sever ties with a franchisee that ceases to exist as a legal entity. For a prospective franchisee, this underscores the importance of maintaining the legal standing of their business entity and understanding the serious ramifications of dissolution under the franchise agreement.

Disclaimer: This information is extracted from the 2024 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.