Does the invalidity of any part of the guaranteed obligations affect the Aerus guarantee?
Aerus Franchise · 2025 FDDAnswer from 2025 FDD Document
- (b) No invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations shall affect, impair or be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower in respect of any of the Guaranteed Obligations, or Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee.
Source: Item 23 — Receipts (FDD pages 74–305)
What This Means (2025 FDD)
According to Aerus's 2025 Franchise Disclosure Document, the invalidity, irregularity, or unenforceability of any part of the guaranteed obligations does not impact the guarantee itself. This means that even if some aspect of the financial obligations is deemed invalid, the guarantor's responsibility remains in effect.
This provision protects Aerus by ensuring that the guarantee remains enforceable regardless of any issues with the underlying obligations. It also means that any circumstance that might otherwise release the borrower from their obligations, or the guarantor from the guarantee, will not affect the guarantee.
For a prospective Aerus franchisee, this clause highlights the importance of understanding the full extent of the guarantee. The franchisee should be aware that the guarantee is a separate and independent obligation, and its validity is not contingent on the enforceability of the primary debt. This could have significant implications for anyone acting as a guarantor, as they remain liable even if the original debt agreement has issues.