Under what conditions is a consent or waiver effective under the Ella Cafe franchise agreement?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
With regard to any of the above sales, assignments, and dispositions, Franchisee expressly and specifically waives any claims, demands, or damages arising from or related to the loss of Franchisor's name, the Marks (or any variation thereof), the Copyrighted Works, the System, and/or the loss of association with or identification of Ella Coffee Company, LLC as the franchisor under this Agreement.
Finally, Franchisee expressly waives any claims, demands or damages arising from or related to the foregoing activities including, without limitation, any claim of breach of contract, breach of fiduciary duty, fraud, and/or breach of the implied covenant of good faith and fair dealing.
Guarantor waives (a) acceptance and notice of acceptance by Ella Coffee Company of this Guaranty; (b) notice of demand for payment of any indebtedness or nonperformance of any obligations of Franchisee; (c) protest and notice of default to any party with respect to the indebtedness or nonperformance of any obligations hereby guaranteed; (d) any right Guarantor may have to require that an action be brought against Franchisee or any other person or entity as a condition of liability hereunder; (e) all rights to payments and claims for reimbursement or subrogation which any of the undersigned may have against Franchisee arising as a result of the execution of and performance under this Guaranty by the undersigned; (f) any law which requires that Ella Coffee Company make demand upon, assert claims against or collect from Franchisee or any other person or entity (including any other guarantor), foreclose any security interest, sell collateral, exhaust any remedies or take any other action against Franchisee or any other person or entity (including any other guarantor) prior to making any demand upon, collecting from or taking any action against the undersigned with respect to this Guaranty; and (g) any and all other notices and legal or equitable defenses to which Guarantor may be entitled.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2024 FDD)
According to Ella Cafe's 2024 Franchise Disclosure Document, a franchisee expressly waives any claims, demands, or damages related to the loss of Ella Cafe's name, marks, copyrighted works, the system, and/or the loss of association with or identification of Ella Coffee Company, LLC as the franchisor under the agreement. This waiver is specifically applicable to sales, assignments, and dispositions.
Additionally, the franchisee waives any claims, demands, or damages arising from activities related to the franchise agreement, including claims of breach of contract, breach of fiduciary duty, fraud, and/or breach of the implied covenant of good faith and fair dealing.
Furthermore, a guarantor unconditionally guarantees that the franchisee will pay and perform every undertaking, agreement, and covenant set forth in the Franchise Agreement and further guarantees every other liability and obligation of Franchisee to Ella Coffee Company, whether or not contained in the Franchise Agreement. The guarantor also waives several rights, including the right to require that an action be brought against the franchisee, rights to payments and claims for reimbursement or subrogation, and any legal or equitable defenses to which the guarantor may be entitled.