How can the Marble Slab Creamery Multi-Unit Restaurant Agreement be modified?
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 |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 74–85)
What This Means (2025 FDD)
According to the 2025 Marble Slab Creamery Franchise Disclosure Document, Section 10.10 of the Multi-Unit Restaurant Agreement dictates the modification process. Any changes to the agreement must be documented in writing and signed by both the franchisee and Marble Slab Creamery to be considered valid. This requirement ensures that all modifications are mutually agreed upon and legally binding, protecting the interests of both parties.
This stipulation is a standard practice in franchising, as it provides a clear and unambiguous record of any changes made to the original agreement. It prevents misunderstandings or disputes that could arise from verbal agreements or informal modifications. Franchisees should be aware that any promises or representations made outside of the written agreement, including its exhibits, may not be enforceable, reinforcing the importance of documenting all agreed-upon changes in writing.
Prospective Marble Slab Creamery franchisees should carefully review Section 10.10 of the Multi-Unit Restaurant Agreement and understand the implications of this clause. It is crucial to ensure that any modifications discussed during negotiations are properly documented and signed before finalizing the agreement. This will help avoid potential conflicts and ensure that both parties are aligned on the terms and conditions of the franchise relationship.