If a payment to the Anago Franchisor is voided, does the Guaranty continue in effect?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
If You should die, become incapacitated, become insolvent or make a general assignment for the benefit of creditors, or if a proceeding under the United States Bankruptcy Code or any similar law affecting the rights of creditors generally shall be filed or commenced by, against or in respect of You or any other GUARANTOR hereunder, any and all obligations of the GUARANTOR shall, at SUBFRANCHISOR 's option, immediately become due and payable without notice;
- d. If any payment or transfer to SUBFRANCHISOR which has been credited
against any Obligation is voided or rescinded or required to be returned by SUBFRANCHISOR, whether or not in connection with any event or proceeding described in Section 4(c), this Guaranty will continue in effect or be reinstated as though such payment transfer or recovery had not been made;
- e.
You will render any payment or performance required under the Unit Franchise Agreement and/or any of the Anago Agreements upon demand if UNIT FRANCHISEE fails or refuses punctually to do so;
- f.
Your liability hereunder will be construed as an absolute, unconditional, continuing and unlimited obligation without regard to the regularity, validity or enforceability of any of the Obligations, and without regard to whether any Obligation is limited, modified, voided, released or discharged in any proceeding under the United States Bankruptcy Code or any similar law affecting the rights of creditors generally;
- g.
Your liability hereunder will not be contingent or conditioned upon SUBFRANCHISOR's pursuit of any remedies against UNIT FRANCHISEE or any other person;
- h.
This Guaranty will continue in full force and effect for and as to any extension of or modification or amendment to the Unit Franchise Agreement and/or any other of the Anago Agreements and You waive notice of any and all such extensions, modifications or amendments;
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, if any payment or transfer to the Subfranchisor is voided or rescinded and required to be returned, the Guaranty will continue in effect or be reinstated as if the payment, transfer, or recovery had not occurred. This applies whether or not the voiding or rescission is connected to any event or proceeding described in Section 4(c) of the Guaranty agreement. This means that even if a payment made to Anago is later nullified for any reason, the guarantor's obligations under the Guaranty remain valid and enforceable.
This provision protects Anago by ensuring that the Guaranty remains in place even if payments are reversed or recovered. It places the risk of payment reversals on the guarantor, who must continue to fulfill their obligations regardless of the status of prior payments. The guarantor's liability is construed as absolute, unconditional, continuing, and unlimited, irrespective of the validity or enforceability of any obligations, including situations where an obligation is limited, modified, voided, released, or discharged in bankruptcy proceedings.
Furthermore, the guarantor's liability is not contingent upon Anago pursuing remedies against the Subfranchisor or any other person. The Guaranty remains in full force and effect for any extension, modification, or amendment to the Unit Franchise Agreement or any other Anago Agreements, and the guarantor waives notice of such changes. This comprehensive protection ensures that Anago's financial interests are safeguarded throughout the term of the franchise agreement, regardless of payment disputes or modifications to the agreement.