Does the Annex Brands Continuing Personal Guarantee require the Guarantor to participate in judicial or arbitration proceedings brought by the Franchisor?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
w to enforce.
- F. COSTS AND ATTORNEYS' FEES. If a claim for amounts owed by Franchisor or Franchisee is asserted in any judicial proceeding, arbitration or appeal thereof, or if either party seeks to enforce or interpret this Agreement or Continuing Personal Guarantee (Attachment 2) in any judicial proceeding, arbitration or appeal thereof, the party substantially prevailing in such proceeding will be entitled to reimbursement of its costs and expenses (including reasonable accounting, expert and witness fees, and reasonable attorneys' fees) through appeal.
- G. FRANCHISEE MAY NOT WITHHOLD PAYMENTS. Franchisee agrees that he, she or they will not, on grounds of the alleged nonperformance by Franchisor of any of its obligations under this Agreement and all other agreements, withhold payment of any royalty fees, marketing fees, national convention participation deposits, technology services fees, insurance premiums, or other fees under this Agreement and all other agreements, expenses, equipment lease or rental payments and/or supplies payments, purchases from Franchisor and it
Source: Item 22 — Contracts (FDD pages 109–110)
What This Means (2025 FDD)
According to Annex Brands's 2025 Franchise Disclosure Document, the Continuing Personal Guarantee requires the guarantor to be bound jointly and severally by all provisions of the Franchise Agreement. This means the guarantor assumes personal responsibility for the franchisee's obligations.
Specifically, if Annex Brands seeks to enforce or interpret the Franchise Agreement or Continuing Personal Guarantee in any judicial proceeding, arbitration, or appeal, the substantially prevailing party is entitled to reimbursement of costs and expenses, including accounting, expert, witness, and attorneys' fees through the appeal process. This clause suggests that a guarantor could be compelled to participate in such proceedings if their involvement is necessary to interpret or enforce the guarantee.
Furthermore, Annex Brands may pursue monetary or injunctive relief through the courts for issues involving trademarks, real estate leases, or enforcement of specific agreement subsections. While the document outlines arbitration as a primary method for dispute resolution, it also allows for court actions under certain circumstances. Therefore, a guarantor might be required to participate in either arbitration or judicial proceedings depending on the nature of the dispute and the relief sought by Annex Brands.