In the event of conflicting interpretations of a provision in the Anago franchise agreement, which interpretation will be applied?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
Each of the parties agrees that they have been or have had the opportunity to have been represented by their own counsel throughout the negotiations and at the signing of this Agreement and all other documents signed incidental to this Agreement. None of the parties can, while this Agreement is effective or after its termination, assert that any provisions of this Agreement or any of the other documents should be construed against the drafter of this Agreement or any of the other documents.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the franchise agreement is designed to be interpreted neutrally, without favoring either party. Specifically, Section 18.16 states that because both parties have the opportunity to be represented by their own legal counsel during negotiations and signing, neither party can later claim that any provision should be construed against the drafter.
This clause aims to prevent franchisees from arguing that ambiguities in the agreement should be interpreted in their favor simply because Anago drafted the document. It reinforces the idea that both parties entered the agreement with a full understanding of its terms, ideally guided by their own legal advisors.
For a prospective Anago franchisee, this means it is crucial to seek independent legal advice before signing the franchise agreement. Understanding all terms and conditions is essential, as the agreement will be interpreted neutrally, and any ambiguities will not automatically be resolved in the franchisee's favor. This section emphasizes the importance of due diligence and informed decision-making when entering into a franchise agreement with Anago.