What is the effect of the guarantor's signature on the All County Guaranty?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
- 3.3. such liability will not be contingent or conditioned upon our pursuit of any remedies against Franchisee or any other person; and
- 3.4. such liability will not be diminished, relieved or otherwise affected by any extension of time, credit or other indulgence which we may from time to time grant to Franchisee or to any other person, including, without limitation, the acceptance of any partial payment or performance or the compromise or release of any claims, none of which will in any way modify or amend this Guaranty, which will be continuing and irrevocable during the Term of the Agreement and thereafter.
- 3.5. This Guaranty shall be binding on each Guarantor and his respective successors and assigns, and shall inure to our benefit and the benefit our successors and assigns. The Guarantor may not assign his obligations hereunder without our prior written consent.
The obligations of Franchisee and Guarantor, as described herein and in the Agreement, shall not be considered fully paid, performed and discharged unless and until all payments by Franchisee to us are no longer subject to any right on the part of any person to set aside such payments or to seek to recoup the amount of such payments. The foregoing shall include, by way of example and not by way of limitation, all rights to recover preferences voidable under Title 11 of the United States Code. If any such payments by Franchisee to us are set aside in whole or in part after being made, or are settled without litigation, to the extent of such settlement, all of which is in our business judgment, the Guarantor shall be liable, jointly and severally for the full amount of our costs, interest, attorney's fees and any and all expenses which we pay or incur in connection therewith.
- WAIVERS. Each Guarantor waives all rights to payments and claims for reimbursement or subrogation which any of the Guarantor may have against Franchisee arising as a result of the Guarantor's execution of and performance under this Guaranty.
IN WITNESS WHEREOF, each of the undersigned Guarantors has affixed his signature on the same day and year as the Agreement was executed.
Source: Item 22 — Contracts (FDD page 43)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, the guarantor's signature on the Guaranty signifies several important obligations and waivers. The guarantor's liability is not contingent upon All County pursuing remedies against the franchisee or any other person. This means All County can seek recourse directly from the guarantor without first exhausting other options. The guarantor's liability also remains unaffected by any extensions of time, credit, or other allowances All County might grant to the franchisee. This includes accepting partial payments or compromising claims, none of which modify the Guaranty. The Guaranty remains continuing and irrevocable during the term of the Franchise Agreement and even after its termination.
The Guaranty is binding on each guarantor, their successors, and assigns, and it benefits All County, its successors, and assigns. The guarantor cannot assign their obligations without All County's prior written consent. Furthermore, the obligations of the franchisee and guarantor are not considered fully discharged until all payments by the franchisee are no longer subject to any rights of being set aside or recouped. This includes rights to recover preferences voidable under Title 11 of the United States Code. If any payments made by the franchisee to All County are later set aside, the guarantor is jointly and severally liable for the full amount of All County's costs, interest, attorney's fees, and any expenses incurred in connection with the matter.
Each guarantor waives all rights to payments and claims for reimbursement or subrogation against the franchisee arising from their execution and performance under the Guaranty. This means the guarantor cannot seek compensation from the franchisee for any amounts they pay under the Guaranty. The document also states that by signing, the guarantor affixes their signature on the same day and year the Franchise Agreement was executed, indicating their agreement to these terms at the outset of the franchise relationship. This comprehensive set of conditions ensures that All County has a direct and ongoing recourse against the guarantor, independent of the franchisee's actions or financial status, to secure the financial obligations of the franchise.