Does the mediation requirement apply when Face Foundrie seeks equitable relief to preserve goodwill?

According to the 2025 Face Foundrie FDD, Face Foundrie or the Area Developer are not required to enter into mediation for disputes where either party seeks equitable relief to preserve the goodwill of their respective businesses. This includes, but is not limited to, the enforcement of obligations upon termination of the Area Development Agreement and the covenants not to compete contained in the Agreement.

This means that Face Foundrie can immediately seek a temporary restraining order, injunction, or other equitable relief in court to protect its brand reputation and customer relationships without first attempting to resolve the issue through mediation. This is a common provision in franchise agreements, as protecting brand goodwill is often time-sensitive and requires immediate action.

However, if Face Foundrie or the Area Developer initiates litigation or arbitration without complying with the obligation to mediate (in situations where mediation is required), the court or arbitrator will dismiss the litigation or arbitration without prejudice. The party that did not comply with mediation will be responsible for all reasonable attorneys' fees and costs incurred throughout the litigation or arbitration by the other party as damages for failing to comply with the mediation provisions.