What rights does the Aira Fitness Guarantor waive under the Guaranty?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Franchisor from bringing any action, including a claim for deficiency, against Guarantor, before or after Franchisor's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Franchisor which, until Developer's indebtedness is paid in full, destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Developer for reimbursement, including, without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging any payments due to Franchisor under the Franchise Agreement; (c) any disability or other defense of Guarantor, or any other guarantor, or of any other person, or by reason of the cessation of Guarantor's liability from any cause whatsoever, other than payment in full in legal tender of any amount due from Developer to Franchisor; (d) any failure or invalidity of, or any defect in, the Franchise Agreement or Multi-Unit Development Agreement; (e) any right to claim discharge of any amounts due to Franchisor on the basis of unjustified impairment of any collateral for any payments due; or (f) any statute of limitations, if at any time any action or suit brought by Franchisor against Guarantor is commenced there is outstanding payment due to Franchisor by Developer which is not barred by any application statute of limitations.
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 several rights and defenses to ensure the franchisor can effectively pursue amounts owed. Specifically, the guarantor waives any rights arising from "one action" or "anti-deficiency" laws that might prevent Aira Fitness from taking action against the guarantor before or after foreclosure. This means Aira Fitness isn't restricted in the order or type of legal actions it can take to recover debts.
The guarantor also waives rights related to Aira Fitness's election of remedies, ensuring that the guarantor's subrogation rights or rights to proceed against the developer (franchisee) are not adversely affected. This includes any loss of rights due to laws limiting payments to Aira Fitness. Additionally, the guarantor relinquishes defenses based on their own disability, defenses of other guarantors, or any reason for cessation of liability, except for full payment of the debt. This ensures that the guaranty remains in effect regardless of external factors affecting the guarantor's situation.
Furthermore, the guarantor waives any claims related to the failure or invalidity of the Franchise Agreement or Multi-Unit Development Agreement, preventing challenges to the underlying agreement as a defense. They also waive the right to claim discharge based on unjustified impairment of collateral and any statute of limitations that might bar Aira Fitness from bringing a timely action against the guarantor if there's an outstanding payment due from the developer. The guarantor also agrees not to assert any deductions to the guaranteed amount for claims of setoff, counterclaim, or similar rights, whether asserted by the developer, guarantor, or both, until all amounts owed are paid in full. These waivers collectively strengthen Aira Fitness's ability to recover debts and limit the guarantor's ability to avoid their obligations.