What legal recourse does Learningrx have in the event of a breach of the agreement by the Franchisee or Spousal Affiliate?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
ormance of Spousal Affiliates' duties and obligations as an owner, spouse, employee or contractor of Franchisee and that the execution of this Agreement will not be deemed to create an employment relationship between Franchisor and Spousal Affiliates and Franchisor. Spousal Affiliates hereby waive, to the greatest extent permitted by federal law and the law of the state or states in which Spousal Affiliates reside and are employed by Franchisee, any claim that Spousal Affiliates may have to be deemed to be an employee of Franchisor by virtue of signing this Agreement.
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- Franchisee and Spousal Affiliate agree that in the event of a breach of this Agreement, Franchisor would be irreparably injured and be without an adequate remedy at law. Therefore, in the event of such a breach, or threatened or attempted breach of any of the provisions hereof, Franchisor shall be entitled to enforce the provisions of this Agreement and shall be entitled, in addition to any other remedies that are made available to it at law or in equity, including the right to terminate the Franchise Agreement, to a temporary and/or permanent injunction and/or a decree for the specific performance of the terms of this Agreement, without the necessity of showing actual or threatened
harm and without being required to furnish a bond or other security. Franchisee and Spousal Affiliate agree that Franchisee's and/or Spousal Affiliate's sole remedy in the event of the entry of such injunctive relief shall be dissolution of such injunctive relief, if warranted, upon hearing duly had; provided, however, that all claims for damages by reason of the wrongful issuance of any such injunction are hereby expressly waived by Franchisee and by Spousal Affiliate.
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- Spousal Affiliate agrees to pay all expenses (including court costs and reasonable attorneys' fees) incurred by Franchisor and Franchisee in enforcing this Agreement.
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- Any failure by Franchisor to object to or take action with respect to any breach of this Agreement by Spousal Affiliate shall not operate or be construed as a waiver of or consent to that breach or any subsequent breach by Spousal Affiliate.
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- THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO. SPOUSAL AFFILIATE HEREBY IRREVOCABLY SUBMITS HIMSELF TO THE JURISDICTION OF THE STATE COURTS OF EL PASO COUNTY, COLORADO OR THE U. S. DISTRICT COURT FOR THE DISTRICT OF COLORADO. SPOUSAL AFFILIATE HEREBY WAIVES ALL QUESTIONS OF PERSONAL JURISDICTION OR VENUE FOR THE PURPOSE OF CARRYING OUT THIS PROVISION. SPOUSAL AFFILIATE HEREBY AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON HIM IN ANY PROCEEDING RELATING TO OR ARISING UNDER THIS AGREEMENT OR THE RELATIONSHIP CREATED BY THIS AGREEMENT BY ANY MEANS ALLOWED BY COLORADO OR FEDERAL LAW.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, in the event of a breach or threatened breach of the agreement by the franchisee or spousal affiliate, Learningrx is entitled to enforce the provisions of the agreement. Learningrx can pursue remedies available at law or in equity, including terminating the franchise agreement. Specifically, Learningrx can seek a temporary or permanent injunction or a decree for specific performance of the agreement's terms. This can be done without needing to demonstrate actual or threatened harm and without posting a bond or security. The franchisee and spousal affiliate agree that their sole remedy, should an injunction be issued, is to seek its dissolution if warranted. They also waive any claims for damages resulting from the wrongful issuance of such an injunction.
Furthermore, the spousal affiliate is responsible for covering all expenses, including court costs and reasonable attorney's fees, incurred by Learningrx and the franchisee when enforcing the agreement. The agreement specifies that any failure by Learningrx to object to a breach by the spousal affiliate does not constitute a waiver of that breach or any subsequent breaches. The agreement is governed by Colorado law, and the spousal affiliate submits to the jurisdiction of Colorado state courts in El Paso County or the U.S. District Court for the District of Colorado, waiving any objections to personal jurisdiction or venue.
These measures are designed to protect Learningrx's interests and ensure compliance with the franchise agreement. The ability to seek injunctive relief and recover legal costs provides Learningrx with strong tools to address breaches and maintain the integrity of its franchise system. The non-compete covenants further protect Learningrx's market position and confidential information.