Is the Developer's debt to Aira Fitness's Franchisor superior to any claim the Guarantor may have against the Developer?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
Until all amounts due and owing to Franchisor by Developer are paid in full, Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment, or similar right, whether such claim, demand, or right, may be asserted by Developer, Guarantor, or both.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, the Guarantor waives rights that would allow them to act against the Developer until the Developer's debt to Aira Fitness is paid in full. The guarantor cannot deduct from the guaranteed amount any claims of setoff, counterclaim, counter demand, recoupment, or similar right that could be asserted by the Developer, the Guarantor, or both. This protects Aira Fitness's financial interests.
This means that the guarantor is prevented from using any claims they might have against the developer to reduce their obligations to Aira Fitness. This ensures that Aira Fitness's claims are prioritized over any claims the guarantor might have against the developer. The guarantor is essentially prevented from using any legal maneuvers to reduce or delay their payment obligations to Aira Fitness until all debts are settled.
For a prospective Aira Fitness franchisee, this clause in the guaranty agreement is crucial because it ensures that Aira Fitness's financial interests are protected. It reduces the risk of non-payment or delayed payment due to disputes between the developer and the guarantor. This arrangement provides Aira Fitness with a more secure financial position, as the guarantor cannot use potential claims against the developer to avoid their obligations to Aira Fitness.