When interpreting the Annex Brands franchise agreement, will ambiguities be resolved against the party who drafted the agreement?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Drafting Ambiguities. Each party to this Agreement and its counsel have reviewed and revised this Agreement. The rule of construction that any ambiguities are to be resolved against the drafting parties will not be employed in the interpretation of this Agreement or of any amendments or exhibits to this Agreement.
Source: Item 22 — Contracts (FDD pages 109–110)
What This Means (2025 FDD)
According to the 2025 Annex Brands Franchise Disclosure Document, the franchise agreement specifies that ambiguities will not be resolved against the drafting party. This means that if there is any confusion or uncertainty in the interpretation of the agreement, the typical legal principle of construing the ambiguity against the drafter will not apply.
This clause is significant for a prospective Annex Brands franchisee because it alters the standard legal approach to interpreting contracts. Franchisees should be aware that if a dispute arises over the meaning of a clause, they cannot rely on the assumption that the ambiguity will automatically be interpreted in their favor simply because Annex Brands drafted the agreement. Both parties are considered to have reviewed and revised the agreement with their counsel.
This provision aims to create a level playing field in interpreting the agreement, suggesting that both Annex Brands and the franchisee have had the opportunity to influence the terms. Franchisees should ensure they fully understand all aspects of the agreement before signing, as ambiguities will need to be resolved through negotiation, mediation, or legal interpretation without the benefit of the drafting party rule.