Under the Anago Guaranty, is the guarantor's liability considered an absolute, unconditional, continuing, and unlimited obligation?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
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;
Your liability hereunder will not be contingent or conditioned upon SUBFRANCHISOR's pursuit of any remedies against UNIT FRANCHISEE or any other person;
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the guarantor's liability is indeed considered an absolute, unconditional, continuing, and unlimited obligation. Specifically, the FDD states that the guarantor's liability will be construed as such, without regard to the regularity, validity, or enforceability of any of the obligations. This means that the guarantor's responsibility is comprehensive and not subject to typical defenses or limitations that might otherwise apply.
This provision has significant implications for anyone considering acting as a guarantor for an Anago franchise. It means that the guarantor is fully on the hook for the franchisee's obligations, regardless of whether those obligations are later found to be limited, modified, voided, released, or discharged, even in bankruptcy proceedings. The guarantor cannot rely on the argument that the underlying debt or obligation is somehow flawed or unenforceable.
Furthermore, the guarantor's liability is not contingent upon Anago first pursuing remedies against the franchisee or any other person. Anago can directly seek recourse from the guarantor without having to exhaust other options. This clause underscores the seriousness of the guaranty and the extensive liability the guarantor assumes.
In essence, this clause is designed to provide Anago with maximum protection and assurance that the obligations under the franchise agreement will be met. Prospective guarantors should carefully consider the full extent of this commitment and seek legal counsel to fully understand the risks involved before signing the guaranty.