Who is required to submit to mediation for disputes related to the Ella Cafe franchise?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
Law. Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et seq.) or other federal law, this Agreement, the franchise, and all claims arising from the relationship between Franchisor and Developer will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law rules. Franchisor and Developer acknowledge that the agreements regarding applicable law, forum, and venue set forth in this Section 14. provide each of the parties with the mutual benefit of uniform interpretation of this Agreement and any dispute arising out of this Agreement or the relationship created by this Agreement. Franchisor and Developer further acknowledge the receipt and sufficiency of mutual consideration for such benefit.
14.2. Mediation.
14.2.1. The parties acknowledge that during the Term and any extensions of this Agreement certain disputes may arise that the parties are unable to resolve, but that may be resolvable through mediation. To facilitate such resolution, Franchisor, Developer, and each Owner agree to submit to mediation any claim, controversy, or dispute between Franchisor or its Affiliates (and Franchisor's and its Affiliates' respective owners, officers, directors, agents, representatives, and/or employees) and Developer or Developer's Affiliates (and Developer's Owners, agents, representatives, and/or employees) arising out of or related to: (a) this Agreement or any other agreement between Franchisor and Developer; or (c) the validity of this Agreement or any other agreement between Franchisor and Developer, before bringing such claim, controversy or dispute in a court or before any other tribunal.
- 14.2.2. The mediation will be conducted by a mediator agreed upon by Franchisor and Developer.
Source: Item 23 — RECEIPTS (FDD pages 50–181)
What This Means (2024 FDD)
According to Ella Cafe's 2024 Franchise Disclosure Document, both the franchisor, franchisee (referred to as Developer), and each Owner are required to submit to mediation for certain disputes. Specifically, any claim, controversy, or dispute between Ella Cafe or its Affiliates and the Developer or Developer's Affiliates arising out of or related to the Franchise Agreement or any other agreement between Ella Cafe and the Developer, or concerning the validity of such agreements, must be submitted to mediation before bringing the matter to a court or other tribunal.
This means that before a franchisee can sue Ella Cafe, they must first attempt to resolve the issue through mediation. This process involves a neutral mediator who will help the parties reach a mutually agreeable solution. This requirement aims to resolve disputes efficiently and cost-effectively, avoiding the expense and time associated with litigation.
However, there are exceptions to this mediation requirement. Disputes relating to past due amounts owed to Ella Cafe, or those concerning the Marks, Copyrighted Works, or Ella Cafe's Confidential Information, are not subject to mandatory mediation. In these cases, Ella Cafe and the franchisee each have the right to seek temporary restraining orders and injunctive relief in court, regardless of the mediation agreement. Furthermore, mediation must be conducted in person, with limited exceptions for scheduling or non-material matters, and statements made during mediation are not admissible in subsequent legal proceedings.