Does the Kitchen Solvers agreement allow for tolling of the restricted periods if I violate my obligations?
Kitchen_Solvers Franchise · 2025 FDDAnswer from 2025 FDD Document
7.1.2 During the two (2) year period after expiration or termination of this Agreement, you and your owners, officers and agents will not directly or indirectly participate as an owner, director, partner, officer, franchisee, employee, consultant, advisor, salesperson, distributor, or agent or serve in any other capacity in any Competitive Business that is located: (a) anywhere in the Development Area; (b) within a twenty-five (25) mile radius of the Development Area; (c) within any other KITCHEN SOLVERS® franchisee's territory or within any area developer's development area; or (d) within twenty-five (25) mile radius of another franchisee's territory or another area developer's development area.
Source: Item 23 — Receipts (FDD pages 49–190)
What This Means (2025 FDD)
Based on the 2025 Kitchen Solvers Franchise Disclosure Document, the agreement outlines non-compete covenants but does not explicitly address the tolling (or suspension) of the restricted period due to violations. Section 7.1.2 states that for two years after the agreement expires or terminates, the franchisee cannot participate in a Competitive Business within a specific geographic area. This area includes the Development Area, a 25-mile radius around it, other Kitchen Solvers territories, and areas within 25 miles of other franchisees.
However, the FDD does not specify whether this two-year restriction can be extended or paused if the franchisee breaches the agreement during that time. Tolling provisions are common in franchise agreements to protect the franchisor's interests if a franchisee violates the non-compete terms, ensuring the franchisor has the full benefit of the restricted period. Without a tolling provision, a franchisee could potentially violate the non-compete agreement for a period, then argue that the restriction has expired despite their violation.
Therefore, a prospective Kitchen Solvers franchisee should clarify with the franchisor whether the non-compete period can be tolled or extended if the franchisee violates the agreement. Understanding this aspect is crucial for assessing the full scope and enforceability of the non-compete obligations.