Is the Individual's liability under clause 22 of the Bevaris Alliance agreement joint, several, or both?
Bevaris_Alliance Franchise · 2024 FDDAnswer from 2024 FDD Document
22.3 The Individual's liability under this clause 22 shall be joint and several and shall not be reduced, discharged or adversely affected in any way, by:
(a) any unenforceability, invalidity, irregularity, frustration or discharge by operation of law of any of the Franchisee's obligations under this agreement; or
(b) any legal limitation, disability, incapacity or other circumstances relating to the Franchisee or any other person; or
Source: Item 23 — RECEIPT (FDD pages 22–88)
What This Means (2024 FDD)
According to the 2024 Bevaris Alliance Franchise Disclosure Document, the Individual's liability under clause 22 of the franchise agreement is joint and several. This means that the Individual guaranteeing the franchisee's obligations can be held liable both individually and together with the franchisee for any debts or failures to perform under the agreement.
Specifically, clause 22.3 states that the Individual's liability will not be reduced or discharged by various circumstances, such as the unenforceability of the franchisee's obligations or any legal limitations affecting the franchisee. This provision ensures that the Franchisor can seek recourse from the Individual guarantor without first having to exhaust all options against the franchisee.
The joint and several liability extends to the full performance of the franchisee's obligations, including the punctual payment of all sums due under the agreement. This guarantee remains in effect until all obligations are completely fulfilled by the franchisee. The Individual also agrees to assure the franchisee performs all obligations, devote full-time attention to the business, be a director/officer/managing member, and hold over 50% of the voting capital.
This type of guarantee is common in franchising, as it provides the franchisor with added security that the franchise will be properly managed and that all financial obligations will be met. Prospective franchisees should carefully consider the implications of this clause and understand the full extent of their personal liability before entering into a Bevaris Alliance franchise agreement.