What is the maximum total liability of Marble Slab Creamery for all claims related to the agreement?
Marble_Slab_Creamery Franchise · 2025 FDDAnswer from 2025 FDD Document
- (b) EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, NO PARTY SHALL UNDER ANY CIRCUMSTANCES BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, DATA, PROFIT OR USE OR COST OF CAPITAL), ARISING OUT OF OR RELATED IN ANY WAY TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT, EVEN IF THE OFFENDING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL MSF'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED
TO THIS AGREEMENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, EXCEED THE TOTAL AMOUNT THAT CUSTOMER PAYS TO MSF FOR THE SERVICES FOR THE SIX (6) MONTHS LEADING UP TO THE DATE OF THE CLAIM.
Source: Item 23 — RECEIPT (FDD pages 101–346)
What This Means (2025 FDD)
According to the 2025 Marble Slab Creamery FDD, Marble Slab Creamery's total liability for all claims related to the agreement is capped. Regardless of the legal basis for a claim (contract, strict liability, tort, etc.) or the legal forum, Marble Slab Creamery's liability will not exceed the total amount the customer (franchisee) paid to Marble Slab Creamery for services in the six months leading up to the date of the claim.
This limitation of liability has significant implications for a prospective Marble Slab Creamery franchisee. It means that even if Marble Slab Creamery is found liable for damages, the franchisee's potential recovery is limited to the amount they paid for services over the previous six months. This could be substantially less than the actual damages suffered by the franchisee, especially if the damages are long-term or involve significant losses.
It is important to note that this limitation does not apply to Marble Slab Creamery's indemnity obligations as outlined in the agreement. Indemnification typically involves one party protecting another from financial loss, often due to third-party claims. Additionally, the FDD specifies that Marble Slab Creamery is not liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost revenue, data, profit, or use, or cost of capital, even if they were aware of the possibility of such damages. Franchisees should carefully consider these limitations and seek legal advice to understand their potential exposure.