Does the Anago franchise agreement allow a franchisee to use a claim against Anago or its affiliates as a defense against Anago enforcing the covenants in ARTICLE 13?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
The parties agree that the covenants in ARTICLE 13 are independent of any other provision of this Agreement. You agree that the existence of any claim You may have against Us or any of Our Affiliates, regardless of whether under this Agreement, is not a defense to Our enforcement of these covenants.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the franchise agreement specifies that any claim a franchisee may have against Anago or its affiliates cannot be used as a defense against Anago enforcing the covenants in Article 13 of the agreement. This means that even if an Anago franchisee believes Anago has wronged them, they cannot use that as a reason to avoid complying with the obligations outlined in Article 13.
Article 13 likely contains important provisions, such as non-compete clauses or confidentiality agreements, that Anago considers essential to protect its business interests. By including this clause, Anago ensures that franchisees cannot delay or avoid complying with these provisions by claiming Anago owes them money or has otherwise breached the agreement.
This type of clause is not uncommon in franchise agreements, as franchisors want to ensure consistent compliance with key brand standards and operational requirements. However, it's crucial for a prospective Anago franchisee to understand that they must continue to meet their obligations under the franchise agreement, even if they have a dispute with Anago. Failure to comply with Article 13 could result in legal action or termination of the franchise agreement, regardless of the validity of the franchisee's claim against Anago. Franchisees should seek legal counsel to fully understand the implications of this provision.