Does the Aira Fitness Guaranty require the Franchisor to notify the Guarantor before making changes to the Franchise Agreement?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
| THIS GUARANTY AND ASSUMPTION OF DEVELOPER'S OBLIGATIONS ("Guaranty") is made as of, 20, in consideration of, and as an inducement to, the execution of the Franchise Agreement by Aira Fitness Franchising LLC, an Illinois limited liability company ("Franchisor"). In consideration thereof, each of the undersigned hereby jointly and severally, personally and unconditionally agrees as follows: |
|---|
| 1. |
| Guaranty. |
| Guarantor(s) hereby unconditionally and absolutely warrants and |
| guarantees to Franchisor that ("Developer") shall punctually pay and perform in full |
| each and every undertaking, agreement and covenant set forth in the Franchise Agreement; |
| 2. |
| Obligations of Guarantor Upon Event of Default. Should a Default (as defined in |
| the Franchise Agreement) occur, Guarantor(s) shall diligently proceed to cure such Default at |
| Guarantor's sole cost and expense; |
| 3. |
| Nature of Guaranty. |
| This Guaranty is an original and independent obligation of |
| Guarantor(s), separate and distinct from Developer's obligations to Franchisor under the Multi-Unit |
| Development |
| Agreement. The obligations of Guarantor to Franchisor under this Guaranty are direct |
| and primary, regardless of the validity or enforceability of the Franchise Agreement. This Guaranty is |
| for the benefit of Franchisor and is not for the benefit of any third party. This Guaranty shall continue |
| until all obligations of Guarantor to Franchisor under this Guaranty have been performed in full. |
| 4. |
| Guarantor's Authorization to Franchisor. |
| Guarantor(s) authorizes Franchisor, |
| without notice or demand and without lessening Guarantor's liability under this Guaranty, from time |
| to time: (a) to make or approve changes to the Franchise Agreement; (b) to repeatedly compromise, |
| renew, extend, accelerate, or otherwise change the time for payment or other terms of the Franchise |
| Agreement; (c) to take and hold security for the payment of amounts due under the Franchise |
| Agreement or this Guaranty, and exchange, enforce, waive, and release any such security, with or |
| without the substitution of new collateral; (d) to determine how, when, and what application of |
| payments and credits shall be made on amounts due under the Franchise Agreement; and (j) to assign |
| or transfer this Guaranty, in whole or in part. |
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, the Guaranty agreement specifies the relationship between the Franchisor, Developer, and Guarantor. Specifically, the Guarantor authorizes Aira Fitness to make changes to the Franchise Agreement without prior notice.
According to the FDD, Aira Fitness is authorized to make or approve changes to the Franchise Agreement, repeatedly compromise, renew, extend, accelerate, or otherwise change the time for payment or other terms of the Franchise Agreement without notifying the Guarantor. They can also take and hold security for the payment of amounts due under the Franchise Agreement or the Guaranty, and exchange, enforce, waive, and release any such security, with or without the substitution of new collateral. Furthermore, Aira Fitness can determine how, when, and what application of payments and credits shall be made on amounts due under the Franchise Agreement, and assign or transfer the Guaranty, in whole or in part, all without notice to the Guarantor.
This clause in the Guaranty agreement significantly favors Aira Fitness, as it allows them to modify the terms of the Franchise Agreement without needing to inform or seek consent from the Guarantor. This could potentially increase the Guarantor's risk, as they remain responsible for the obligations under an agreement that has been altered without their knowledge. A prospective franchisee should carefully consider this aspect and seek legal counsel to fully understand the implications of the Guaranty agreement.