Under the Aw franchise agreement, when must a request for approval or consent be made, and what is the required timing?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
Whenever this Agreement requires our prior approval or consent, you must make a timely written request for it. Our approval or consent will not be valid unless it is in writing. .....Except where this Agreement expressly obligates us to reasonably approve or not unreasonably withhold our approval of any of your actions or requests, we have the absolute right to refuse any request by you or to withhold our approval of any action or omission by you. We make no warranties or guaranties upon which you may rely, and we assume no liability or obligation to you, by virtue of granting any waiver, approval or consent, or by reason of any neglect, delay or denial of any request for a waiver, approval or consent.
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, when the franchise agreement requires prior approval or consent from Aw, the franchisee must make a timely written request. The approval or consent from Aw is only valid if it is in writing. Aw retains the absolute right to refuse any request or withhold approval unless the agreement expressly states that Aw must reasonably approve or not unreasonably withhold approval.
This means that franchisees need to be proactive in seeking approvals and should not assume that verbal agreements or understandings will suffice. All requests must be submitted in writing to ensure a clear record and to prompt a formal response from Aw. The franchisee bears the responsibility of initiating these requests in a manner that allows Aw sufficient time to review and respond.
The clause regarding Aw's right to refuse requests unless explicitly obligated to approve them highlights the importance of carefully reviewing the franchise agreement. Franchisees should pay close attention to the sections outlining required approvals to understand the scope of Aw's discretion. This also underscores the need for open communication and a collaborative approach when dealing with Aw, even though the ultimate decision rests with them.
Furthermore, Aw makes no warranties or guarantees and assumes no liability by granting any waiver, approval, or consent, or by neglecting, delaying, or denying any request. This indicates that even if Aw approves a franchisee's request, Aw is not responsible for any potential negative outcomes or damages that may arise from that approval. Franchisees should, therefore, conduct their own due diligence and risk assessment before proceeding with any action, even if it has been approved by Aw.