Does the Guarantor subordinate any claim against the Developer to any claim that Aira Fitness's Franchisor 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 certain rights that could allow them to act against Aira Fitness Franchising LLC (the Franchisor) or the Developer until all debts are settled. Specifically, the Guarantor cannot claim deductions to the guaranteed amount for any setoff, counterclaim, or similar right, whether asserted by the Developer, Guarantor, or both, until all amounts owed to Aira Fitness by the Developer are paid in full.
This means that the Guarantor's ability to make claims against the Developer is secondary to the Franchisor's claims. The Guarantor essentially agrees to prioritize the Franchisor's financial interests over their own claims against the Developer until all financial obligations to Aira Fitness are satisfied. This protects Aira Fitness by ensuring that its financial claims are resolved before any claims the guarantor might have against the developer.
This clause is designed to protect Aira Fitness's financial interests in case of a default by the Developer. By waiving these rights, the Guarantor strengthens the Franchisor's position and reduces potential legal challenges or delays in recovering outstanding payments. Prospective franchisees should carefully consider the implications of this clause and understand the extent of their financial exposure as a Guarantor.