Are the remedies available to a party under the Moes Southwest Grill agreement exclusive?
Moes_Southwest_Grill Franchise · 2025 FDDAnswer from 2025 FDD Document
The parties agree that any remedy or recourse available under or related to this Agreement is strictly limited to the parties to this Agreement. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, subsidiary, affiliate, controlling party, entity under common control, ownership or management, vendor, service provider, agent, or attorney of either party shall have any liability under this Agreement of or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby. The foregoing is not intended to discharge either party from its liability for any breach of this Agreement by its representatives.
Source: Item 22 — Contracts (FDD page 92)
What This Means (2025 FDD)
According to the 2025 Moe's Southwest Grill Franchise Disclosure Document, the remedies available under the franchise agreement are limited in recourse. Specifically, any remedy or recourse is strictly limited to the parties involved in the agreement. This means that only Moe's Franchisor SPV LLC and the franchisee are directly liable under the agreement.
This limitation protects the past, present, and future directors, officers, employees, members, partners, stockholders, subsidiaries, affiliates, controlling parties, vendors, service providers, agents, and attorneys of either party from any liability related to the franchise agreement. These individuals and entities cannot be held responsible for claims arising from the transactions outlined in the agreement. However, this protection does not absolve either party from liability for breaches of the agreement caused by their representatives.
In practical terms, a Moe's Southwest Grill franchisee cannot seek legal recourse from individuals or entities associated with Moe's Franchisor SPV LLC, such as its parent company or executives, for issues related to the franchise agreement. The franchisee's legal recourse is limited to Moe's Franchisor SPV LLC itself. This clause aims to protect those affiliated with the franchisor from personal liability, which is a common practice in franchising to shield individuals from business-related lawsuits. Franchisees should be aware of this limited recourse and consider its implications when entering into the franchise agreement.