Does the Mrcool franchise agreement prohibit class action or multi-party actions?
Mrcool Franchise · 2025 FDDAnswer from 2025 FDD Document
18.O. NO CLASS ACTION OR MULTI-PARTY ACTIONS
FRANCHISOR AND FRANCHISEE AGREE THAT ALL PROCEEDINGS AND/OR LEGAL ACTIONS ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR THE OFFER AND SALE OF THE MRCOOL FRANCHISE FROM FRANCHISOR TO FRANCHISEE, WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT A CLASS-WIDE BASIS, AND, THAT ANY PROCEEDING BETWEEN FRANCHISEE, FRANCHISEE'S OWNERS, SPOUSES AND/OR GUARANTORS AND FRANCHISOR AND/OR FRANCHISOR'S AFFILIATES, OFFICERS, DIRECTORS AND/OR EMPLOYEES MAY NOT BE CONSOLIDATED WITH ANY OTHER PROCEEDING BETWEEN FRANCHISOR AND ANY OTHER THIRD PARTY.
Source: Item 23 — RECEIPTS (FDD pages 55–263)
What This Means (2025 FDD)
According to the 2025 Mrcool Franchise Disclosure Document, the franchise agreement includes a clause that prevents franchisees from participating in class action or multi-party lawsuits against the company. Specifically, the agreement stipulates that any legal proceedings or actions related to the franchise agreement or the sale of the Mrcool franchise must be conducted on an individual basis. This means a franchisee cannot join with other franchisees to pursue a collective claim against Mrcool. Furthermore, the agreement specifies that proceedings involving a franchisee and Mrcool cannot be consolidated with any other proceeding between Mrcool and a third party.
This type of clause is relatively common in franchise agreements. It is designed to protect the franchisor from large, consolidated lawsuits that could potentially result in significant financial liabilities. However, it also means that a franchisee must bear the full cost and risk of any legal action against Mrcool, without the ability to share resources or pool claims with other franchisees who may have similar grievances. This can be a significant disadvantage for franchisees, as litigation can be expensive and time-consuming.
It's important to note that the enforceability of such clauses can vary by state. For example, the FDD includes amendments for California, Washington, Minnesota, and New York franchise agreements, which may modify or supersede certain provisions of the standard agreement to comply with state franchise laws. A prospective Mrcool franchisee should carefully review the franchise agreement and any state-specific addenda with legal counsel to understand the full implications of this clause and how it may be affected by local laws.
In summary, while the Mrcool franchise agreement generally prohibits class action and multi-party actions, franchisees should be aware of potential state-specific exceptions and the impact of this clause on their legal rights and options.