Will ambiguities in the All Dogs Unleashed franchise agreement be construed against the drafter?
All_Dogs_Unleashed Franchise · 2025 FDDAnswer from 2025 FDD Document
I agree that each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Guaranty.
If all or any portion of a covenant in this Guaranty is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an un-appealed final decision to which Franchisor is a party, I expressly agree to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Guaranty.
Source: Item 23 — RECEIPTS (FDD pages 49–158)
What This Means (2025 FDD)
Based on the 2025 All Dogs Unleashed Franchise Disclosure Document, the agreement includes a clause addressing the enforceability of its covenants. Specifically, if a court finds any part of a covenant unreasonable or unenforceable in a final decision where All Dogs Unleashed is a party, the document states that the party challenging the covenant agrees to be bound by a lesser covenant that imposes the maximum duty permitted by law. This implies that ambiguities or overly broad restrictions may be modified by a court to be enforceable, rather than being struck down entirely.
This clause aims to protect All Dogs Unleashed by ensuring that at least some form of the covenant remains in effect, even if the original wording is deemed too restrictive. It also places an obligation on the franchisee (or other party subject to the covenant, such as an owner) to accept a modified, lesser restriction determined by the court. This could impact the franchisee's ability to operate a competing business or solicit customers/employees, even after leaving the All Dogs Unleashed system, depending on how the court modifies the covenant.
For a prospective All Dogs Unleashed franchisee, this means that non-compete and confidentiality clauses, or other restrictive covenants, should be carefully reviewed with legal counsel. While an unenforceable clause might be modified to something more reasonable, the franchisee is still agreeing to be bound by a court-determined lesser restriction. This could limit their future business activities more than anticipated if the original clause was simply deemed entirely invalid. The franchisee should understand the potential scope of these 'lesser' covenants and how they might impact their future opportunities.