Does the definition of 'Dispute' in the Southern Steer agreement include disputes related to the Multi-Unit Developer's development of the business?
Southern_Steer Franchise · 2025 FDDAnswer from 2025 FDD Document
- Definition of Dispute.
Subject to Section 14.4, "Dispute" means any disputes, controversies or claims between Franchisor, its Affiliate, shareholders, owners, officers, directors, agents, employees and attorneys (in their respective capacity) and Multi-Unit Developer and Controlled Entity (if any) and Multi-Unit Developer and Controlled Entity (if any)'s Operating Principal, Owners, Guarantors, Designated Manager(s), affiliates, officers, directors, agents and employees (collectively, "Parties") (a) arising out of or related to this Agreement or any other agreement between the Parties relating to the Southern Steer Business or the relationship of the Parties hereto; (b) the relationship of the Parties hereto; (c) the Multi-Unit Developer or Controlled Entity's development of Southern Steer Businesses; (d) the scope or validity of this Agreement or any other agreement between the Parties relating to the Southern Steer Business or the relationship of the Parties hereto or any provision thereof (including the validity and scope of the arbitration obligation, which Multi-Unit Developer and Controlled Entity (if any) and Franchisor acknowledge will be determined by an arbitrator and not a court, unless the arbitrator invalidates the Arbitration provision in its entirety, in which case, wither party has the right to appeal such invalidation to a court of competent jurisdiction).
Source: Item 5 — and 7 of the FDD, Section 3.1 of the Franchise Agreement and Section 4.1 of the Multi-Unit Development Agreement are hereby amended to state that payment of the initial franchise fee and development fee will be deferred until We have satisfied Our pre-opening obligations, and You have commenced business operations. (FDD pages 168–290)
What This Means (2025 FDD)
According to the 2025 Southern Steer Franchise Disclosure Document, the definition of "Dispute" includes disagreements related to the Multi-Unit Developer's business development. Specifically, the definition encompasses any disputes, controversies, or claims between Southern Steer, its affiliates, shareholders, owners, officers, directors, agents, employees, and attorneys, and the Multi-Unit Developer and any Controlled Entity, along with their respective principals, owners, guarantors, designated managers, affiliates, officers, directors, agents, and employees.
This definition extends to disputes arising out of or related to the Multi-Unit Development Agreement or any other agreement between the parties concerning the Southern Steer business or their relationship. It also includes disputes about the relationship between the parties and, crucially, the Multi-Unit Developer's development of Southern Steer Businesses. Furthermore, the definition covers disputes regarding the scope or validity of the agreement or any provision within it, including the validity and scope of the arbitration obligation.
For a prospective Southern Steer Multi-Unit Developer, this broad definition of "Dispute" means that virtually any disagreement with Southern Steer related to the development and operation of the franchised businesses could be subject to the dispute resolution process outlined in the agreement, including arbitration. This could include disagreements over site selection, development schedules, operational standards, or any other aspect of the business relationship. The FDD specifies that an arbitrator, not a court, will determine the validity and scope of the arbitration provision, unless the arbitrator invalidates the entire provision, in which case either party can appeal to a court.