# Question 52: The Franchise Termination Notice

## Your role

You represent Harbor Crust LLC, the operator of a franchised restaurant in the fictional State of Solace. The franchisor, Hearthstone Brands, has issued a termination notice citing food-safety, remodeling, advertising, and payment defaults. Harbor Crust seeks an injunction and needs to know which grounds are cured, which remain dangerous, and what comparator evidence to demand.

## Governing law

Assume the following Solace rules and franchise terms apply:

1. A franchisor may terminate only for good cause, meaning a material breach of a reasonable franchise requirement applied in good faith.

2. Except for an immediate and substantial threat to public safety, abandonment, insolvency, or the third recurrence of the same material breach within twelve months, the franchisor must give written notice and 30 days to cure.

3. A franchisee cures when it corrects the material condition within the period and supplies reasonably requested proof. Perfect performance is unnecessary when the remaining item is immaterial and the franchisee proceeds diligently.

4. A public-safety breach may justify immediate suspension of the dangerous activity, but complete termination without cure remains disproportionate when the danger is promptly removed and the breach is not a third recurrence.

5. A franchisor may enforce standards strictly despite prior leniency if it gives clear prospective notice. Selective enforcement against similarly situated franchisees may show lack of good faith or pretext.

6. Acceptance of late fees or royalties after notice does not waive termination when accepted under an express reservation. It does eliminate nonpayment as an uncured ground once full payment clears.

7. A court may issue preliminary relief when the franchisee shows likely success, irreparable loss of the business, favorable equities, and protection of the public through interim conditions.

8. Comparator discovery may include notices, cure periods, extensions, and outcomes for materially similar franchisees, subject to confidentiality protection.

9. The franchisee must continue curing and paying undisputed amounts while challenging termination.

## Facts

Hearthstone's March 1 notice states that the franchise will terminate March 16 based on four grounds:

1. Two missing refrigerator-temperature logs during the prior month. An inspection found food temperatures within safe range. Harbor Crust installed an automated logger on March 3 and supplied continuous records since then. This is the second log failure in twelve months, not the third.
2. Failure to complete a required dining-room remodel by February 1. By March 1 the work was 65 percent complete. Supply delays affected fixtures. The contractor's schedule shows completion by March 24. Harbor Crust requested an extension in January but received no answer.
3. Use of a locally designed social-media advertisement without preapproval. Harbor Crust removed it within four hours after notice. The ad used correct prices and contained no false statement.
4. $38,000 in late royalties. Harbor Crust paid the full amount March 4. Hearthstone accepted it under a reservation of rights.

The notice gave fifteen days, not 30, and did not identify any immediate food-safety suspension. Hearthstone refuses to withdraw termination, stating that the breaches show a "pattern."

A former Hearthstone field manager tells Harbor Crust that at least six company-owned or franchised locations had repeated log gaps or remodel delays and received 30-to-90-day cure extensions. The supplied record does not identify those locations, their exact violations, recurrence history, cure terms, ownership status, or decision-makers. Hearthstone has not produced comparator files.

Harbor Crust employs 42 people and will likely lose the location if the brand terminates. It is willing to accept automated logging, weekly reports for 90 days, and a binding March 24 remodel milestone. Hearthstone offers to rescind termination only if Harbor Crust signs a release, pays a $150,000 fee, and waives future challenges.

## Assignment

Analyze:

* Good cause ground by ground.
* The required cure period and the public-safety exception.
* The effect of the automated logger, advertisement removal, royalty payment, and remodel progress.
* Whether the March 16 termination date is valid.
* Continued cure and payment obligations.
* The comparator evidence needed and why the current account is insufficient.
* Preliminary-injunction factors and protective interim terms.
* The proposed $150,000 release deal.
* The concrete defense, discovery demand, cure plan, and settlement position Harbor Crust should adopt.

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