In the event of a conflict between the Development Agreement and a Franchise Agreement for a Jersey Mike's restaurant within the Designated Territory, which agreement takes precedence?
Jersey_Mikes Franchise · 2025 FDDAnswer from 2025 FDD Document
For each JERSEY MI KE'S individual Franchised Restaurant developed in the D esignated Territory, a separate Franchise Agreement shall be signed and any Initial Franchise Fee prescribed on the Development Schedule shall be paid to Franchisor. All Franchise Agreements signed in connection with JERSEY MIKE'S individual Franchised Restaurants within the Designated Territory are independent of this Agreement. The continued existence of any such Franchise Agreement shall not depend on the continuing existence of this Agreement. If any conflict shall arise in connection with this Agreement and any Franchise Agreement signed within the Designated Territory, the latter shall have precedence and superiority over the former.
Source: Item 22 — CONTRACTS (FDD page 77)
What This Means (2025 FDD)
According to Jersey Mike's 2025 Franchise Disclosure Document, if there is a conflict between the Development Agreement and any Franchise Agreement signed within the Designated Territory, the Franchise Agreement takes precedence. This means that the terms outlined in the Franchise Agreement will supersede any conflicting terms in the Development Agreement.
This clause is significant for Jersey Mike's developers because it clarifies which agreement governs the operation of individual franchised restaurants. While the Development Agreement sets the stage for the overall development plan, the Franchise Agreement dictates the specific rules and obligations for each restaurant. This ensures that each Jersey Mike's location operates under a consistent set of standards, as defined in the Franchise Agreement.
For a prospective Jersey Mike's franchisee, this clause offers some assurance that the terms of their individual Franchise Agreement will be the primary governing document for their restaurant. However, it is crucial to understand both agreements thoroughly to avoid potential conflicts and to ensure compliance with all obligations. Franchisees should carefully review both the Development Agreement and the Franchise Agreement with legal counsel to fully understand their rights and responsibilities.