Under the Browns Chicken Sublease Guaranty, is the guaranty joint and several?
Browns_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
| THIS GUARANTY AND ASSUMPTION OF OBLIGATIONS is given this day of , 20, by |
|---|
| of |
| 1. |
| In consideration of, and to induce BROWN'S CHICKEN, LLC (the "Company") to enter |
| into a franchise agreement dated, 20 (the "Franchise Agreement"), with |
| ("Franchisee"), each of the undersigned hereby |
| personally and unconditionally (a) guarantees to the Company, and its successors and assigns, |
| for the term of the Agreement and thereafter as provided in the Agreement, that the Franchisee |
| shall punctually pay and perform each and every undertaking, agreement and covenant set forth |
| in the Agreement; and (b) agrees to be personally bound by, and personally liable for the breach |
| of, each and every provision in the Agreement, both monetary obligations and obligations to take |
| or refrain from taking specific actions or to engage or refrain from engaging in specific activities, |
| including without limitation the provisions of Sections 15, 17, and 21 (all of which shall be |
| referred to as the "Obligations"). |
Source: Item 22 — Contracts (FDD page 43)
What This Means (2025 FDD)
According to the 2025 Browns Chicken Franchise Disclosure Document, the guaranty provided by the franchisee and their owners is not explicitly stated to be joint and several. However, the document states that each of the undersigned personally and unconditionally guarantees to Browns Chicken that the franchisee will punctually pay and perform each and every undertaking, agreement, and covenant set forth in the Franchise Agreement. They also agree to be personally bound by, and personally liable for the breach of, each and every provision in the Agreement.
This means that if Browns Chicken requests a guaranty from the selling franchisee and its owners, they will remain liable for the performance by the transferee of its obligations under the Franchise Agreement. This liability will last for a duration not exceeding the remainder of the transferor's Franchise Agreement, as determined by Browns Chicken.
While the term 'joint and several' is not used, the language suggests a strong, direct, and personal obligation on the part of the guarantors. A prospective franchisee should seek legal counsel to fully understand the implications of this guaranty and assumption of obligations, specifically regarding the extent of liability and whether it could be interpreted as joint and several in practice.