Under the Benjamin Franklin Plumbing promissory note, are the obligations of the Maker unconditional?
Benjamin_Franklin_Plumbing Franchise · 2025 FDDAnswer from 2025 FDD Document
- D. Miscellaneous. Maker acknowledges that its obligations under this Note are unconditional and separate from and independent of any other representations, warranties, commitments, agreements or understandings, whether oral or written, express or implied, between Maker and Holder. The liability of each entity or individual who is included as the "Maker" shall be joint and several.
- E. Severability. If, but only to the extent that, any provision of this Note shall be invalid or unenforceable, then, such offending provision shall be deleted from this Note, but only to the extent necessary to preserve the validity and effectiveness of this Note to the fullest extent permitted by applicable law.
- F. Writing Required. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
- G. Jury Trial Waiver. Maker waives, to the fullest extent permitted by applicable law, the right to a trial by jury in any action arising out of or relating to this Note or any Default under this Note.
Source: Item 22 — CONTRACTS (FDD pages 87–88)
What This Means (2025 FDD)
According to the 2025 Benjamin Franklin Plumbing Franchise Disclosure Document, the obligations of the Maker under the promissory note are indeed unconditional. Specifically, the document states that the Maker acknowledges that their obligations under the note are unconditional, separate, and independent of any other agreements or understandings between the Maker and the Holder, whether those agreements are oral or written, express or implied. This means the Maker's responsibility to fulfill the terms of the promissory note stands alone and is not subject to other potential claims or disputes.
This clause is significant for a prospective Benjamin Franklin Plumbing franchisee because it clarifies that the repayment of the promissory note is a firm commitment. The franchisee cannot later argue that external factors or unwritten agreements should excuse them from their payment obligations. The liability of each entity or individual included as the Maker is joint and several, meaning each is fully responsible for the entire debt.
Furthermore, the FDD includes a clause regarding severability, stating that if any provision of the note is deemed invalid or unenforceable, it will be deleted only to the extent necessary to preserve the note's validity and effectiveness under applicable law. This ensures that the remainder of the agreement remains in force even if a specific part is challenged. The document also emphasizes that oral agreements are not enforceable, reinforcing the importance of having all agreements in writing to protect both the borrower and the creditor from misunderstandings.
Finally, the Maker waives the right to a jury trial in any action arising from the note or any default, to the fullest extent permitted by law. This waiver streamlines potential dispute resolution processes, potentially making them quicker and less costly. Prospective franchisees should carefully consider these terms and seek legal counsel to fully understand their implications before signing the promissory note.