What specific performance terms can Learningrx enforce in the event of a breach?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
Rights and remedies under this Agreement are cumulative.
No enforcement of a right or remedy precludes the enforcement of any other right or remedy.
- 18.14 Set Off. Franchisee may not set off any amounts owed to Franchisor under this Agreement nor may Franchisee withhold any amounts owed to Franchisor due to any alleged non-performance by Franchisor under this Agreement. Franchisee waives any right to set off.
- 18.15 Completion of Agreement. The parties agree to acknowledge, execute and deliver all further documents, instruments or assurances and to perform all further acts or deeds as may be reasonably required to carry out this Agreement.
BY SIGNING THIS AGREEMENT, FRANCHISEE ACKNOWLEDGES THAT:
- 19.1 FRANCHISEE HAS CONDUCTED AN INDEPENDENT INVESTIGATION OF THE LEARNINGRX SYSTEM AND RECOGNIZES THAT THE BUSINESS CONTEMPLATED BY THIS AGREEMENT INVOLVES BUSINESS RISK AND WILL LARGELY DEPEND UPON THE ABILITY OF FRANCHISEE AS AN INDEPENDENT BUSINESS PERSON; AND
- 19.2 FRANCHISEE IS NOT A PARTY TO OR SUBJECT TO AGREEMENTS THAT MIGHT CONFLICT WITH THE TERMS OF THIS AGREEMENT AND AGREES NOT TO ENTER INTO ANY CONFLICTING AGREEMENTS DURING THE TERM OR ANY RENEWAL TERMS; AND Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to cancel a franchise without reasonable cause. If any grounds for default or termination stated in the Franchise Agreement does not constitute "reasonable cause," as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable.
Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to use undue influence to induce a franchisee to surrender any right given to him under the franchise. If any provision of the Franchise Agreement involves the use of undue influence by the franchisor to induce a franchisee to surrender any rights given to him under the franchise, that provision may not be enforceable.
During the term of this Agreement and for two (2) years after termination, transfer, or expiration of this Agreement for any reason, Franchisee agrees that neither Franchisee, nor any manager of Franchisee, any person associated with Franchisee, including officers, directors, shareholders, partners, members, trustees, employees or agents, and any members of Franchisee's immediate families (collectively "Franchisee Affiliates"), will (i) have any direct or indirect controlling interest as a legal or beneficial owner in a Competitive Business (as hereinafter defined); (ii) perform services as a director, partner, officer, manager, employee, consultant, representative, agent or otherwise for a Competitive Business; or (iii) divert or attempt to divert any business related to, or any customer or account of the LearningRx Training Center, Franchisee's Business, Franchisor's business, the business of any affiliate of Franchisor or any other franchisee licensed by Franchisor, by direct inducement or otherwise, or divert or attempt to divert the employment of any employee of Franchisor or another franchisee licensed by Franchisor, to any Competitive Business by any direct inducement or otherwise. During the term of this Agreement, this Covenant Not to Compete applies anywhere in the United States. For two (2) years after the termination, transfer, or expiration of this Agreement, for any reason, this Covenant Not to Compete applies: (a) within Franchisee's Territory; (b) within counties adjacent to Franchisee's Territory or within a Territory then operated by or under development by Franchisor or another franchisee of Franchisor; (c) within a fifty mile radius from the boundary of Franchisees Territory or from any other franchised or company-owned LearningRx Training Center, (d) on the Internet or (e) on any other Multi-Area Marketing channels used by Franchisor.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, the rights and remedies under the agreement are cumulative, meaning that the enforcement of one right or remedy does not prevent the enforcement of any other. This allows Learningrx to pursue multiple avenues of recourse simultaneously if a franchisee breaches the agreement. The franchisee also waives any right to set off amounts owed to Learningrx, meaning they cannot withhold payments due to any alleged non-performance by Learningrx. This ensures that franchisees cannot use disputes as a reason to delay or avoid payments.
Additionally, the franchisee agrees to execute and deliver all further documents and perform all further acts as may be reasonably required to carry out the agreement. This clause ensures that franchisees cooperate in fulfilling the terms of the franchise agreement and any related requirements. Franchisees acknowledge that they have conducted an independent investigation of the Learningrx system and recognize the business risks involved, and that their success depends on their abilities as independent businesspersons. This acknowledgement underscores that franchisees enter the agreement with an understanding of the risks and responsibilities involved.
Furthermore, franchisees confirm they are not subject to conflicting agreements and will not enter into any during the term or any renewal terms. This provision protects Learningrx from potential conflicts of interest and ensures the franchisee's full commitment to the franchise. In Virginia, any grounds for default or termination stated in the Franchise Agreement that do not constitute "reasonable cause" as defined in the Virginia Retail Franchising Act may not be enforceable. Similarly, any provision involving undue influence by Learningrx to induce a franchisee to surrender their rights may also be unenforceable. This provides some protection to franchisees in Virginia against potentially overbearing actions by the franchisor.
Finally, the document includes a covenant not to compete, which restricts the franchisee and their affiliates from engaging in competitive businesses during the term of the agreement and for two years after termination, transfer, or expiration. This restriction applies within the franchisee's territory, adjacent counties, a fifty-mile radius, on the Internet, and on multi-area marketing channels used by Learningrx. This non-compete agreement protects Learningrx's market and business interests by preventing franchisees from using the franchisor's confidential information and business model to compete against them.