Does the Anago Personal Guaranty specify any limitations on the liability of the Guarantor?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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 FRANCHISOR's pursuit of any remedies against SUBFRANCHISOR 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 Franchise Agreement and/or any other of the Anago Agreements and you waive notice of any and all such extensions, modifications or amendments;
- i.
Your liability hereunder will not be diminished, relieved or otherwise affected by any extension of time, credit or other indulgence, or any waiver that FRANCHISOR may from time to time grant to SUBFRANCHISOR or to any other person, including without limitation, the acceptance of any partial payment or performance, or the compromise or release of any claims (including the release of other owners or guarantors), or the taking of any action by FRANCHISOR which may have the effect of increasing your obligations, none of which will in any way modify or amend this Guaranty, which will be continuing and irrevocable during the term of the Franchise Agreement and so long as any performance is or may be owed under any of the Anago Agreements by SUBFRANCHISOR or its owners and so long as FRANCHISOR may have any cause of action against SUBFRANCHISOR or its owners; and
- j.
Any and all present and future debts and obligations of the SUBFRANCHISOR to you or any other GUARANTORS are hereby subordinated to the full payment and performance of the Obligations.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the personal guaranty is designed to be comprehensive and contains very few limitations that would protect the guarantor. The agreement stipulates that the guarantor's liability is absolute, unconditional, continuing, and unlimited. This means the guarantor is fully responsible for the subfranchisee's obligations, regardless of the validity or enforceability of those obligations, even in cases of bankruptcy.
Specifically, the guarantor's liability is not contingent on Anago pursuing remedies against the subfranchisee first. The guaranty remains in effect even if the franchise agreement is extended, modified, or amended, and the guarantor waives notice of such changes. Furthermore, the guarantor's liability is not diminished by any extensions of time, credit, waivers, or compromises that Anago may grant to the subfranchisee.
Additionally, any debts or obligations the subfranchisee owes to the guarantor are subordinated to the subfranchisee's obligations to Anago. The guarantor also waives various rights and defenses, including the right to require action against the subfranchisee, defenses based on irregularities in the obligations, and other legal or equitable defenses. This comprehensive set of waivers and conditions underscores the extensive liability the guarantor assumes under the agreement.
In essence, the personal guaranty is structured to provide Anago with maximum protection, placing significant risk and responsibility on the guarantor. A prospective franchisee should carefully consider the implications of signing such a broad and unconditional guaranty, as it could expose them to substantial financial risk if the subfranchisee fails to meet their obligations under the Anago franchise agreement.