How is 'Dispute' defined in the Southern Steer franchise agreement?
Southern_Steer Franchise · 2025 FDDAnswer from 2025 FDD Document
Definition of Dispute.
Subject to Section 22.4, "Dispute" means any disputes, controversies or claims between Franchisor, its Affiliate, shareholders, owners, officers, directors, agents, employees and attorneys (in their respective capacity) and Franchisee and Franchisee'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) Franchisee's operation of its Southern Steer Business; or (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 Franchisee 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 22 — ITEM. 22 CONTRACTS (FDD pages 61–168)
What This Means (2025 FDD)
According to the 2025 Southern Steer Franchise Disclosure Document, a 'Dispute' encompasses a broad range of disagreements or claims that may arise between Southern Steer and its franchisees. This definition extends beyond just the franchisee to include their Operating Principal, Owners, Guarantors, Designated Manager(s), affiliates, officers, directors, agents, and employees. Similarly, it includes Southern Steer's Affiliates, shareholders, owners, officers, directors, agents, employees, and attorneys.
The definition covers disputes arising from the franchise agreement itself, any other agreements between the parties related to the Southern Steer business, or the relationship between the parties. It also includes disputes related to the franchisee's operation of their Southern Steer business. This means that disagreements about day-to-day operations, marketing, or any aspect of running the franchise could fall under this definition.
Furthermore, the definition includes disputes over the scope or validity of the franchise agreement or any related agreements. This is particularly important because it includes the validity and scope of the arbitration obligation itself. Southern Steer specifies that an arbitrator, rather than a court, will typically determine the validity and scope of the arbitration provision. However, if the arbitrator invalidates the arbitration provision entirely, either party has the right to appeal that decision to a court of competent jurisdiction. This ensures that both parties have recourse to the legal system if the arbitrator's decision on arbitration is disputed.