factual

For Itan, what are some examples of circumstances that are beyond a party's control that could be considered 'Force Majeure'?

Itan Franchise · 2025 FDD

Answer from 2025 FDD Document

  • "Force Majeure" means acts or circumstances that are beyond a party's control, including fire, storm, flood, earthquake, explosion or accident, acts of war or terrorism, rebellion, insurrection, sabotage, epidemic, failures or delays of transportation and strikes, provided that: (a) the non-performing party promptly notifies the other party of the Force Majeure event; (b) the non-performing party is without fault and the delay or failure could not have been prevented by reasonable precautions by the non-performing party; (c) nothing herein shall excuse or permit any delay or failure to pay fees or other amounts owed on the applicable due date; (d) insolvency, lack of required funds or financing, currency fluctuations, currency devaluations, foreign exchange controls or inflation shall never be deemed Force Majeure; and (e) an epidemic or pandemic of a contagious illness or disease, or economic or financial changes caused by an epidemic or pandemic of a contagious illness or disease, shall never be deemed Force Majeure except to the extent a Governmental Authority mandates closure (or prevents the opening) of the Salon as a result of such epidemic or pandemic.

Source: Item 23 — RECEIPT (FDD pages 44–190)

What This Means (2025 FDD)

According to Itan's 2025 Franchise Disclosure Document, a 'Force Majeure' event includes acts or circumstances beyond a party's control. Examples of these circumstances include fire, storm, flood, earthquake, explosion or accident, acts of war or terrorism, rebellion, insurrection, sabotage, epidemic, failures or delays of transportation, and strikes.

However, there are specific conditions and limitations. The non-performing party must promptly notify the other party of the Force Majeure event and must be without fault, meaning the delay or failure could not have been prevented by reasonable precautions. Importantly, Force Majeure does not excuse delays or failures to pay fees or other amounts owed to Itan on the due date. Additionally, insolvency, lack of required funds or financing, currency fluctuations, currency devaluations, foreign exchange controls, or inflation are never considered Force Majeure events.

Furthermore, an epidemic or pandemic of a contagious illness or disease, or economic or financial changes caused by such events, are generally not considered Force Majeure. The only exception is if a Governmental Authority mandates the closure (or prevents the opening) of the Salon as a direct result of such an epidemic or pandemic. This clause highlights the importance of understanding the specific conditions under which Itan will recognize a Force Majeure event, as many common business disruptions are explicitly excluded.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.