Under the Aw franchise agreement, what right does Aw have regarding requests from the franchisee, except where expressly obligated to reasonably approve or not unreasonably withhold approval?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
19.4 Approvals and Consent. 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, Aw retains significant discretionary power regarding franchisee requests. Except in situations where the franchise agreement explicitly requires Aw to reasonably approve or not unreasonably withhold approval, Aw has the absolute right to refuse any request from a franchisee or to withhold approval of any action or omission by the franchisee. This provision underscores the importance for prospective franchisees to carefully consider the terms of the franchise agreement and understand the extent to which Aw's approval is required for various aspects of their business operations.
This clause also states that Aw makes no warranties or guarantees and assumes no liability to the franchisee by granting any waiver, approval, or consent, or by neglecting, delaying, or denying any request for such actions. This means that even if Aw approves a franchisee's request, Aw is not liable for any potential negative outcomes that may arise as a result of that approval.
In practical terms, this provision means that franchisees should be prepared to justify their requests thoroughly and understand that Aw has the final say in many decisions. Franchisees should also be aware that Aw's approval does not come with any guarantees or assumption of liability on Aw's part. This is a fairly standard clause in franchise agreements, designed to protect the franchisor's interests and maintain control over the brand and system. However, prospective franchisees should carefully evaluate the specific areas where Aw's approval is required and consider the potential impact on their ability to operate their business effectively.