For Anago subfranchises, what is the time limit for commencing claims between the parties, excluding royalty payments, administrative support fees, advertising contributions, and other payments?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
SUBFRANCHISOR AND SUBFRANCHISOR'S OWNERS AGREE NOT TO BRING ANY CLAIM ASSERTING THAT ANY OF THE MARKS ARE GENERIC OR OTHERWISE INVALID. EXCEPT WITH REGARD TO SUBFRANCHISOR'S OBLIGATION TO PAY FRANCHISOR AND FRANCHISOR'S AFFILIATES ROYALTY PAYMENTS, THE ADMINISTRATIVE SUPPORT FEE, THE ADVERTISING FUND CONTRIBUTIONS AND/OR LOCAL ADVERTISING COOPERATIVE CONTRIBUTIONS (IF ENACTED), AND OTHER ADVERTISING FEES, AND OTHER PAYMENTS DUE FROM SUBFRANCHISOR PURSUANT TO THIS AGREEMENT OR OTHERWISE, ANY CLAIMS BETWEEN THE PARTIES MUST BE COMMENCED WITHIN ONE YEAR FROM THE DATE ON WHICH THE PARTY ASSERTING THE CLAIM KNEW OR SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO THE CLAIM, OR SUCH CLAIM SHALL BE BARRED. THE PARTIES UNDERSTAND THAT SUCH TIME LIMIT MIGHT BE SHORTER THAN OTHERWISE ALLOWED BY LAW. SUBFRANCHISOR AND SUBFRANCHISOR'S OWNERS AGREE
THAT THEIR SOLE RECOURSE FOR CLAIMS ARISING BETWEEN THE PARTIES SHALL BE AGAINST FRANCHISOR OR OUR SUCCESSORS AND ASSIGNS. SUBFRANCHISOR AND SUBFRANCHISOR'S OWNERS AGREE THAT FRANCHISOR AND AFFILIATES' MEMBERS, MANAGERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE PERSONALLY LIABLE NOR NAMED AS A PARTY IN ANY ACTION BETWEEN FRANCHISOR OR OUR AFFILIATES AND SUBFRANCHISOR OR SUBFRANCHISOR'S OWNERS. THE PARTIES AGREE THAT CLAIMS OF ANY OTHER PARTY OR PARTIES SHALL NOT BE JOINED WITH ANY CLAIMS ASSERTED IN ANY ACTION OR PROCEEDING BETWEEN FRANCHISOR AND SUBFRANCHISOR. NO PREVIOUS COURSE OF DEALING SHALL BE ADMISSIBLE TO EXPLAIN, MODIFY, OR CONTRADICT THE TERMS OF THIS AGREEMENT. NO IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING SHALL BE USED TO ALTER THE EXPRESS TERMS OF THIS AGREEMENT.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, a subfranchisee has a limited time to bring claims against Anago. Specifically, any claims between Anago and its subfranchisee must be commenced within one year from the date the party asserting the claim knew or should have known about the facts giving rise to the claim. If a claim is not brought within this one-year period, it is barred.
This limitation does not apply to Anago's right to collect royalty payments, administrative support fees, advertising fund contributions, local advertising cooperative contributions, and other payments due from the subfranchisee under the agreement. In other words, Anago has a longer period to pursue these payments than the subfranchisee has to pursue other types of claims against Anago.
This provision means a potential subfranchisee needs to be vigilant in identifying and pursuing any claims against Anago promptly. The agreement explicitly states that the one-year time limit might be shorter than otherwise allowed by law, so subfranchisees should not assume they have the standard legal timeframes to bring a case. It is advisable to seek legal counsel immediately if a subfranchisee believes they have a claim against Anago to ensure compliance with this contractual limitation period.