Under what condition might a Floyds 99 franchisee be joined as a party to an infringement action?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
The Franchisee shall notify the Franchisor in writing of any possible infringement or illegal use by others of a trademark the same as or confusingly similar to the Marks or of any copyrighted work of the Franchisor which may come to its attention.
The Franchisee acknowledges that the Franchisor shall have the right, in its sole discretion, to determine whether any action will be taken on account of any possible infringement or illegal use.
The Franchisor may commence or prosecute such action in the Franchisor's own name, the name of Floyd's 99 Holdings, LLC and may join the Franchisee as a party to the action if the Franchisor determines it to be reasonably necessary for the continued protection and quality control of the Marks, Licensed Methods and copyrighted works.
The Franchisor shall bear the reasonable cost of any such action, including attorneys' fees.
The Franchisee must fully cooperate with the Franchisor in any such litigation.
The Franchisor shall indemnify and hold the Franchisee harmless from, and reimburse the Franchisee for, any loss, liability, claim or damages (collectively, the "Claims"), and all reasonable costs, expenses and attorneys' fees incurred defending any Claims brought against the Franchisee, or in any action in which the Franchisee is named as a party, which arises out of or is related to the Franchisee's authorized use of any Mark or copyrighted work of the Franchisor, which use is in compliance with the terms of this Agreement.
The Franchisee shall timely notify the Franchisor of any Claims for which it is seeking indemnity hereunder.
The Franchisor, at its option, shall be entitled to control the defense of any action or proceeding involving any Claims.
Source: Item 22 — CONTRACTS (FDD pages 57–58)
What This Means (2025 FDD)
According to the 2025 Floyds 99 Franchise Disclosure Document, a franchisee may be joined as a party to an infringement action if Floyds 99 determines it is reasonably necessary for the continued protection and quality control of the Marks, Licensed Methods, and copyrighted works. This means that if Floyds 99 believes a trademark or copyright infringement case requires the franchisee's involvement to properly safeguard its brand assets and operational methods, the franchisee could be legally joined in the action.
Floyds 99 retains sole discretion in deciding whether to take action against potential infringements. If Floyds 99 decides to pursue legal action, it can do so under its own name or the name of Floyd's 99 Holdings, LLC. The inclusion of the franchisee as a party is contingent on Floyds 99's assessment of its necessity for protecting its intellectual property and maintaining quality control.
Floyds 99 also commits to covering the reasonable costs of such legal actions, including attorney's fees. Furthermore, the franchisee is obligated to fully cooperate with Floyds 99 in any related litigation. Floyds 99 will indemnify and hold the franchisee harmless from any losses, liabilities, claims, or damages, including legal costs, arising from the franchisee's authorized use of Floyds 99's marks or copyrighted works, provided that the franchisee's use complies with the franchise agreement. The franchisee must promptly inform Floyds 99 of any claims for which they seek indemnification, and Floyds 99 has the option to control the defense of any action involving such claims.