Where are disputes related to the Marble Slab Creamery Multi-Unit Restaurant Agreement subject to arbitration?
Marble_Slab_Creamery Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Franchise Agreement | Summary | |
|---|---|---|---|
| franchise is terminated or expires | competitive business for 2 years within 5 miles of the location of your Restaurant or any other Restaurant operated or intended to be operated under the Marks. | ||
| s. | Modification of the agreement | Section 20 | Except for changes we can make, no amendment without mutual written consent |
| t. | Integration/merger clause | Section 25 | Only terms of Franchise Agreement are binding (subject to state law). Any representations or promises outside of the disclosure document and franchise agreement may not be enforceable. |
| u. | Dispute resolution by arbitration or mediation | Section 21 | Subject to state law, except for certain claims, all disputes must be arbitrated in the county in which our headquarters are located (currently Los Angeles, California) |
| v. | Choice of forum | Section 21 | Subject to state law, arbitration in the county in which our headquarters is located (currently Los Angeles, California) |
| w. | Choice of law | Section 21 | California; if a provision is unenforceable under California law, then laws of the state in which the Restaurant is located apply to that provision. Any dispute between the parties must be brought or instituted within 1 year from the date of discovery of the conduct or event that is the basis of the legal action or proceeding. |
| Provision | Section in Multi- Unit Restaurant Agreement | Summary subject to notice and cure provisions in the other agreement. | |
| i. | Your obligations on termination/non- renewal | Section 4.3 | You will have no further right to develop or operate additional Restaurants which are not, at the time of termination, the subject of a then existing Franchise Agreement between you and us. You may continue to own and operate all Restaurants pursuant to then- existing Franchise Agreements, |
| j. | Assignment of contract by MSC | Section 7.1 | No restriction on our right to assign. |
| k. | “Transfer” by you – definition | Section 7.3 | Includes transfer of the agreement, changes in ownership of the entity which owns it. |
| l. | MSC’s approval of transfer by you | Section 7.3 | Transfers require our express written consent, which may be withheld for any reason whatsoever, in our sole and absolute discretion. |
| m. | Conditions for MSC approval of transfer | Not Applicable | Not Applicable |
| n. | MSC’s right of first refusal to acquire the business | Not Applicable | Not Applicable |
| o. | MSC’s option to purchase the business | Not Applicable | Not Applicable |
| p. | Your death or disability | Section 7.3 | Same as (l) above. |
| q. | Non-competition covenants during the term of the agreement | Section 9.2 | You may not conduct any business other than the business of the Multi-Unit Restaurant Agreement and any Franchise Agreement between you and us |
| r. | Non-competition covenants after the agreement is terminated or expires | Section 9.2 | 2 years. You may not open, operate, advise, or have a financial interest in any restaurant that is the same or is similar to a Restaurant, without our express written consent. |
| s. | Modification of the agreement | Section 10.10 | Modifications must be in writing and signed by you and us. |
| t. | Integration/merger clause | Section 10.10 | The Agreement and its exhibits contain the entire agreement of the parties (subject to |
| Provision | Section in Multi- Unit Restaurant Agreement | Summary state law). Any representations or promises outside of the disclosure document and Multi-Unit Restaurant Agreement may not be enforceable. | |
| u. | Dispute resolution by arbitration or mediation | Section 10.9 | Subject to state law, except for certain specific claims, all disputes are subject to arbitration in location of MSC’s headquarters (presently Los Angeles, California). |
| v. | Choice of forum | Section 10.9 | Subject to state law, arbitration in the county in which our headquarters is located (currently Los Angeles, California) |
| w. | Choice of law | Section 10.8 | California law governs, except with respect to Non-Competition Covenants. |
| Provision | Section in Management Agreement | Summary | |
| a. | Term of the franchise | Section 6.1 | One year |
| b. | Renewal or extension of the term | Section 6.1 | Automatic renewal for each subsequent 12 months |
| c. | Requirements for you to renew or extend | Section 6.1 | None |
| d. | Termination by you | Sections 6.1 and 6.2 | After the first year, you can terminate by giving at least 90 days’ notice; |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 74–85)
What This Means (2025 FDD)
According to Marble Slab Creamery's 2025 Franchise Disclosure Document, disputes related to the Multi-Unit Restaurant Agreement are subject to arbitration in Los Angeles, California. Specifically, all disputes are subject to arbitration in the location of Marble Slab Creamery’s headquarters, which is presently Los Angeles, California. This is subject to state law and except for certain specific claims. The choice of forum for arbitration is also in the county in which Marble Slab Creamery's headquarters is located, which is currently Los Angeles, California, and is also subject to state law. California law governs the Multi-Unit Restaurant Agreement, except with respect to Non-Competition Covenants.
This means that if a franchisee has a dispute with Marble Slab Creamery regarding the Multi-Unit Restaurant Agreement, they will likely have to travel to Los Angeles, California, to resolve the issue through arbitration. Arbitration is a form of alternative dispute resolution where a neutral third party hears the arguments and evidence from both sides and makes a binding decision. This can be a more cost-effective and time-efficient way to resolve disputes than going to court. However, it is important to note that the arbitrator's decision is generally final and binding, with limited rights to appeal.
Prospective Marble Slab Creamery franchisees should be aware of this arbitration clause and consider the potential costs and inconvenience of having to arbitrate disputes in Los Angeles. They should also consult with an attorney to understand their rights and obligations under the Multi-Unit Restaurant Agreement and the implications of the arbitration clause. Franchisees should also be aware that California law governs the Multi-Unit Restaurant Agreement, except with respect to Non-Competition Covenants.