This is the termination document tied to the complaint's allegations that the Salem franchise was wrongfully terminated and then taken over.
Document typeExhibit D - Termination letter
DateNovember 14, 2024
SourceUtah Business and Chancery Court exhibit
People / entitiesChrystal Law; Benjamin Gorman; Bricks & Minifigs Salem 1; Bricks & Minifigs
Pages4 pages
Original fileBricks-and-Minifigs-Case-260200029-Exhibit-D-Termination-Letter.pdf
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Clean extracted text or OCR excerpt. Sensitive OCR fields are redacted or omitted.
EXHIBIT D
Notice of Immediate Termination
Dated November 14, 2024
November 14, 2024 dentons.com
Page 2
As a result of the material breaches/defaults and Bricks & Minifigs Salem 1, LLC’s subsequent agreement
with Bricks & Minifigs to surrender the franchise, you are hereby notified that the Franchise Agreement is terminated,
effective immediately.
Post-Termination Obligations. Bricks & Minifigs will be exercising all of its post-termination rights under
Section 15 of the Franchise Agreement, including Appraisal Notice to determine Fair Market Value of the
Assets, purchasing the assets of the Franchise, and taking over operations under the Marks at the
Accepted Location. See Franchise Agreement, Section 15.A, E.
Pursuant to the post-termination provisions contained in Section 15 of the Franchise Agreement,
your obligations upon termination are as follows:
1) You must pay Bricks & Minifigs within 15 days after the date of termination, the Royalty Fees, marketing fees,
amounts owed for purchases by you from us or our Affiliates, interest due on any of the foregoing
and all other amounts owed to us or our Affiliates which are unpaid, in the amount of $97,393.70.
See Franchise Agreement, Section 15.B.
2) You must pay Bricks & Minifigs liquidated damages equal to the average monthly Royalty Fees paid by you
during the 12 months immediately preceding the period multiplied by the remaining months in the
term of the Franchise Agreement. See Franchise Agreement, Section 15.B.
3) Cease using Bricks & Minifigs’s Marks. See Franchise Agreement, Section 15.C.
4) Cease to identify yourself (either directly or indirectly) as a current or former franchisee, Bricks &
Minifigs® store, or licensee or dealer of Bricks & Minifigs or our affiliates. See Franchise Agreement, Section
15.C.i.
5) Return to Bricks & Minifigs all sign, sign-faces, sign-cabinets, marketing materials, forms, invoices and other
materials containing any Mark or otherwise identifying or relating to a Brick & Minifigs® store and
allow us, without liability to remove all these items from your Store. See Franchise Agreement,
Section 15.C.ii.
6) Cancel all fictitious or assumed name or equivalent registrations relating to your use of any Mark.
See Franchise Agreement, Section 15.C.iii.
7) Deliver all materials and supplies identified by the Marks in full cases or packages to Bricks & Minifigs for
credit and dispose of all other materials and supplies identified by the Marks within 30 days of
termination. See Franchise Agreement, Section 15.C.v.
8) Notify the telephone company and all telephone directory publishers of the termination of your
right to use any telephone and telecopy numbers and any regular, classified or other telephone
directory listings associated with any Mark and to authorize transfer of those rights to us, or at our
direction, our designee. See Franchise Agreement, Section 15.C.vi.
9) Immediately discontinue the use of any Bricks & Minifigs’s proprietary software. See Franchise Agreement,
Section 15.C.viii.
10) Immediately discontinue any mode of communications on the Intranet and Internet directly or
indirectly relating to the Store, including any Authorized Websites, social media pages/accounts
or any other electronic media associated with your Store, and immediately take all steps required
by us to transfer any domain name associated with your Store to us. See Franchise Agreement,
Section 15.C.ix.