What ownership information about the Developer does Ella Cafe require to be accurate and complete?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
11.2.1. Developer represents and warrants that the ownership information set forth in the Key Terms is accurate and complete in all material respects, and Developer hereby agrees to notify Franchisor in writing prior to any change in the ownership information set forth in the Key Terms, and in compliance with the transfer requirements of Section 8. of this Agreement. Developer further represents and warrants to Franchisor that: (a) Developer is duly organized and validly existing under the laws of the state of its formation; (b) Developer's governing documents will, at all times, provide that Developer's activities are confined exclusively to the development of Coffee Houses (and to the operation of Coffee Houses if Developer is also Franchisee under any Franchise Agreement); (c) neither Developer nor any of its Affiliates nor Owners own, operate, or have any financial or beneficial interest in any business that is the same as or similar to a Ella Coffee Company, LLC Coffee House; and (d) the execution of this Agreement and the performance of the transactions contemplated by this Agreement are permitted by Developer's governing documents and have been duly authorized. If Developer is two or more individuals or entities, then the rights and obligations of this Agreement may only be exercised jointly, but the liabilities of this Agreement will be joint and several as to all individuals and entities.
Source: Item 23 — RECEIPTS (FDD pages 50–181)
What This Means (2024 FDD)
According to Ella Cafe's 2024 Franchise Disclosure Document, the ownership information set forth in the Key Terms must be accurate and complete in all material respects. The Developer must notify Ella Cafe in writing before any change to the ownership information in the Key Terms, adhering to the transfer requirements outlined in Section 8 of the Development Agreement.
Furthermore, the Developer warrants that they are duly organized and validly existing under the laws of their state of formation. The Developer's governing documents must ensure that their activities are exclusively confined to the development (and operation, if applicable) of Ella Cafe Coffee Houses. Additionally, neither the Developer, its affiliates, nor its owners can own, operate, or have any financial interest in businesses similar to Ella Cafe. The execution and performance of the Development Agreement must be permitted by the Developer's governing documents and duly authorized.
If the Developer consists of two or more individuals or entities, the rights and obligations under the Development Agreement can only be exercised jointly. However, the liabilities are joint and several, meaning each individual or entity is fully responsible for the entire liability. This ensures that Ella Cafe has recourse to all parties involved in case of any breach or default.