What is the effect of the parties agreeing to mediate any dispute, controversy, or claim with Kitchen Solvers?
Kitchen_Solvers Franchise · 2025 FDDAnswer from 2025 FDD Document
We and you agree as follows:
A. Dispute Resolution.
- Mediation. The parties have reached this Agreement in good faith and in belief that it is advantageous to each of them. In recognition of the enormous strain on time, unnecessary expense and wasted resources potentially associated with litigation and/or arbitration, and in the spirit of cooperation, the parties pledge to try to resolve any dispute amicably, without litigation or arbitration. Other than an action by us under Section 13.A.3 or 13.B of this Agreement, before beginning any legal action or arbitration, the parties agree to mediate any dispute, controversy or claim between you and/or any of your owners, affiliates, officers, directors, shareholders, guarantors, employees, owners or members (each a "Franchisee Related Party"), on the one hand, and us, and/or any of our affiliates, officers, directors, shareholders, members, guarantors, employees, representatives, independent contractors or owners (each a "Franchisor Related
Party"), on the other hand, including, without limitation, in connection with any dispute, controversy or claim arising under, out of, in connection with or in relation to: (a) this Agreement; (b) any lease or sublease for your Franchised Business; (c) any loan or other finance arrangement between us and our affiliates and you; (d) the parties' relationship; (e) events occurring prior to the entry into this Agreement; (f) the Business; or (g) any System standard, in accordance with the procedures set forth in this Section 13.A.1, inclusive of all subparts. Good faith participation in these procedures to the greatest extent reasonably possible, despite lack of cooperation by one or more of the other parties, is a precondition to initiating any arbitration or legal action, including any action to interpret or enforce this Agreement. The Mediation shall be conducted in accordance with the following provisions:
- a. Initiation Procedure. The party seeking mediation (the "Initiating Party") must commence mediation by sending the other party/parties a written notice of its request for mediation (the "Dispute Notice"). The Dispute Notice will specify, to the fullest extent possible, the nature of the dispute, the Initiating Party's version of the facts surrounding the dispute, the amount of damages, and the nature of any injunctive or other relief such party claims, and must identify one or more persons with authority to settle the dispute for the Initiating Party.
- b. Direct Negotiations. Upon receipt of a Dispute Notice, the parties will endeavor, in good faith, to resolve the dispute outlined in the Dispute Notice. If the parties have been unable to resolve any such dispute(s) outlined in a Dispute Notice within twenty (20) days after the issuance of the Dispute Notice, either party may initiate a mediation procedure in accordance with the American Arbitration Association ("AAA"), pursuant to its Commercial Mediation Procedures, and unless otherwise agreed by the parties will take place in the city and state in which our then-current headquarters are located, currently, La Crosse, Wisconsin.
- c. Selection of the Mediator. If the parties cannot mutually agree upon a mediator, the parties shall submit to one another written lists of acceptable mediators who are not associated with either of the parties. Each party must rank all the mediators in numerical order of preference and exchange the rankings. If one or more names are on both lists, the highest ranking one of these will be designated the mediator.
- d. Time and Place for Mediation. In consultation with the parties, the mediator shall promptly designate a mutually acceptable time and place (located in the city and state in which our then-current headquarters are located, currently La Crosse, Wisconsin) for the mediation. Unless the circumstances make it impossible, the time may not be later than thirty (30) days after the selection of the mediator.
- e. Exchange of Information. If either party to this Agreement believes he, she, or it needs information in the possession of another party to this Agreement to prepare for the mediation, all parties must attempt in good faith to agree on procedures for an exchange of information, with the help of the mediator if required.
- f. Summary of Views. At least seven (7) days before the first scheduled mediation session, each party must deliver to the mediator and to the other party a concise
Source: Item 22 — Contracts (FDD page 49)
What This Means (2025 FDD)
According to Kitchen Solvers' 2025 Franchise Disclosure Document, Kitchen Solvers and the franchisee agree to mediate any dispute before beginning any legal action or arbitration, with a few exceptions. This agreement is made in good faith, recognizing the potential strain on time and resources associated with litigation or arbitration. The goal is to resolve disputes amicably through cooperation. Good faith participation in the mediation procedures is a precondition to initiating any arbitration or legal action, including actions to interpret or enforce the agreement.
The mediation process begins with the party seeking mediation (the "Initiating Party") sending a written Dispute Notice to the other party. This notice must detail the nature of the dispute, the Initiating Party's version of the facts, the amount of damages claimed, and the relief sought, along with identifying individuals authorized to settle the dispute. Following the notice, both parties must try to resolve the dispute in good faith within 20 days. If resolution isn't achieved, either party can initiate a mediation procedure following the American Arbitration Association (AAA) Commercial Mediation Procedures. Unless agreed otherwise, the mediation will occur in La Crosse, Wisconsin, where Kitchen Solvers' headquarters are located.
If the parties cannot agree on a mediator, they will exchange ranked lists of acceptable mediators not associated with either party. The mediator with the highest ranking common to both lists will be selected. The mediator will then designate a mutually acceptable time and place for the mediation in La Crosse, Wisconsin, generally within 30 days of their selection. Parties are expected to exchange necessary information in good faith to prepare for the mediation, potentially with the mediator's help. At least seven days before the first session, each party must provide the mediator and the other party with a concise summary of their views on the dispute.
This mediation agreement aims to foster a cooperative approach to resolving conflicts, potentially saving time and money compared to litigation or arbitration. However, it's important to note that this mediation requirement does not apply to actions by Kitchen Solvers under Sections 13.A.3 or 13.B of the agreement, which likely pertain to specific situations where Kitchen Solvers may seek immediate legal or injunctive relief. Franchisees should understand the specific circumstances under which Kitchen Solvers can bypass mediation.