Under what conditions will the guarantee of performance by Sunoco LP for the Aplus franchise continue?
Aplus Franchise · 2024 FDDAnswer from 2024 FDD Document
For value received, Sunoco LP, a Delaware limited partnership (the "Guarantor"), located at 8111 Westchester Drive, Dallas, Texas 75225, absolutely and unconditionally guarantees to assume the duties and obligations of Sunoco Retail LLC, a Pennsylvania limited liability company, located at 8111 Westchester Drive, Dallas, Texas 75225 (the "Franchisor"), under its franchise registration in each state where the franchise is registered, and under its Franchise Agreement identified in its 2024 Franchise Disclosure Document, as it may be amended, and as that Franchise Agreement may be entered into with franchisees and amended, modified, or extended from time to time. This guarantee continues until all such obligations of the Franchisor under its franchise registration and the Franchise Agreement have been completely discharged, whichever first occurs. The Guarantor is not discharged from liability if a claim by a franchisee against the Franchisor remains outstanding. Notice of acceptance is waived. The Guarantor does not waive receipt of notice of default on the part of the Franchisor. This guarantee is binding on the Guarantor and its successors and assigns and shall be subject to all defenses and counterclaims that may be available to the Franchisor.
Source: Item 22 — CONTRACTS (FDD page 68)
What This Means (2024 FDD)
According to the 2024 Aplus Franchise Disclosure Document, Sunoco LP guarantees the obligations of Sunoco Retail LLC under the franchise registration and Franchise Agreement. This guarantee ensures that Aplus franchisees have recourse to Sunoco LP should Sunoco Retail LLC fail to meet its obligations. The guarantee is designed to provide franchisees with an added layer of security.
The guarantee from Sunoco LP continues until all obligations of Sunoco Retail LLC under the franchise registration and the Franchise Agreement are completely discharged, whichever comes first. This means that as long as there are outstanding duties or responsibilities that Sunoco Retail LLC owes to its franchisees, the guarantee remains in effect.
Importantly, Sunoco LP is not released from its guarantee if a franchisee's claim against Sunoco Retail LLC is still outstanding. This provision ensures that unresolved claims do not nullify the guarantee. The guarantee is binding on Sunoco LP and its successors and assigns, and it is subject to all defenses and counterclaims available to Sunoco Retail LLC. This means Sunoco LP can use any legal defenses that Sunoco Retail LLC could have used.