Are there any sections that define exceptions to the definition of 'Dispute' for Southern Steer?
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).
- Business Judgment.
The Parties recognize and any mediator, arbitrator and judge is affirmatively advised, that certain provisions of this Agreement reflect rights of Franchisor and Multi-Unit Developer and Controlled Entity (if any) to take (or refrain from taking) certain actions in exercise of its business judgment based on its assessment of the long term interests of the franchised system as a whole.
Where such discretion has been exercised and is supported by the business judgment of Franchisor or Multi-Unit Developer and Controlled Entity (if any), a mediator, arbitrator or judge shall not substitute his or her judgment for the judgment so exercised by Franchisor or Multi-Unit Developer and Controlled Entity (if any).
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 Southern Steer's 2025 Franchise Disclosure Document, the definition of "Dispute" is subject to Section 14.4 of the agreement. The term Dispute is broadly defined as any controversies or claims between Southern Steer (including its affiliates, shareholders, owners, officers, directors, agents, employees, and attorneys) and the Multi-Unit Developer (including their Operating Principal, Owners, Guarantors, Designated Manager(s), affiliates, officers, directors, agents, and employees). These disputes can arise from the franchise agreement, any other agreements related to the Southern Steer business, the relationship between the parties, the development of Southern Steer Businesses, or the scope and validity of any agreement provisions, including the arbitration obligation.
Southern Steer emphasizes the importance of business judgment in the agreement. Mediators, arbitrators, and judges are instructed to acknowledge that certain provisions reflect the rights of Southern Steer and the Multi-Unit Developer to make decisions based on their business judgment regarding the long-term interests of the franchise system. The agreement specifies that if such discretion is exercised and supported by reasonable business judgment, external parties like mediators or arbitrators should not substitute their own judgment for that of Southern Steer or the Multi-Unit Developer.
This clause aims to protect Southern Steer's decision-making authority in matters concerning the franchise system's overall strategy and interests. It suggests that Southern Steer has the right to make operational and strategic choices, and these choices should be respected as long as they are based on reasonable business grounds. Prospective franchisees should understand that this clause could limit their ability to challenge Southern Steer's decisions in certain dispute scenarios, particularly those involving business judgment.