What is the Learningrx franchisor's obligation to provide notice before terminating the agreement for specific breaches?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
13. DEFAULT AND TERMINATION
- 13.1 Termination by Franchisor.
Subject to applicable law to the contrary, Franchisor may, at its option, terminate this Agreement before its expiration as set forth below:
- (a) With Notice of Thirty (30) Days.
This Agreement will terminate thirty (30) days after Franchisor gives written notice to Franchisee and Franchisee fails to cure the defect within the thirty (30) day period, in the event that:
(i) Franchisee fails or refuses to maintain and operate the Business in compliance with this Agreement, the System, or the Operations Manual;
(ii) Franchisee fails to pay Franchisor or its affiliates or suppliers for obligations under this Agreement;
(iii) Franchisee fails to comply with any material federal, state, or local law or regulation applicable to the operation of the Business;
(iv) Franchisee fails to open the Business within nine (9) months from the Effective Date of this Agreement; or
(v) Franchisee is in breach of any other term, condition, or provision of this Agreement.
(b) Without Notice.
This Agreement and license will immediately terminate without notice in the event that:
(vi) Franchisee misrepresented or omitted material facts which induced Franchisor to enter into this Agreement;
(vii) Franchisee fails to complete the required initial training or has failed to designate an acceptable site pursuant to Section 10;
(viii) Franchisee fails to obtain all required licenses, permits or certifications, or to hire the required licensed professionals to operate the Business within six months of signing this Agreement.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, Learningrx can terminate the franchise agreement with varying notice periods depending on the reason for termination. In some instances, Learningrx provides a 30-day written notice to the franchisee, allowing them time to correct the issue. These instances include failure to operate the business in compliance with the agreement, system, or operations manual; failure to meet financial obligations to Learningrx or its affiliates; failure to comply with laws applicable to the business; failure to open the business within nine months of the agreement's effective date; or any other breach of the agreement.
However, Learningrx can terminate the agreement immediately without any prior notice if certain critical breaches occur. These include misrepresentation or omission of material facts that induced Learningrx to enter the agreement, failure to complete the initial training or designate an acceptable site, or failure to obtain necessary licenses and certifications to operate the business within six months of signing the agreement.
It is important to note that these termination conditions are subject to applicable law, which may provide additional protections or requirements for franchisees. For example, the FDD states that Learningrx will comply with Minnesota statutes that require 90 days' notice of termination (with 60 days to cure) in certain cases and 180 days' notice for non-renewal.