Are the titles and subtitles of sections in the Brueggers Bagels agreement considered when interpreting the agreement?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
(a) The titles and subtitles of the various sections and paragraphs of this Agreement are inserted for convenience and shall not be deemed to affect the meaning or construction of any of the terms, provisions, covenants and conditions of this Agreement.
(b) The language in all parts of this Agreement shall in all cases be construed simply according to its fair meaning and not strictly for or against either party.
(c) If any provision of this Agreement is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning that renders it valid.
(d) The word "shall" as used in this Agreement is used as a command.
The word "including" as used in this Agreement is used in a nonexclusive sense.
Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
According to Brueggers Bagels's 2025 Franchise Disclosure Document, the titles and subtitles of the sections and paragraphs within the franchise agreement are included for convenience only. They do not affect how the terms, provisions, covenants, and conditions of the agreement should be interpreted or constructed. This means that when there is a question about the meaning of a specific part of the agreement, the actual text of the agreement is what matters, not the headings used to organize it.
This provision ensures that the substance of the agreement prevails over its formatting. Brueggers Bagels aims to ensure that the agreement is interpreted based on its 'fair meaning' and not strictly in favor of either party. This clause is designed to promote a balanced and objective understanding of the contractual obligations for both the franchisor and the franchisee.
Additionally, the Brueggers Bagels agreement specifies that if any part of the agreement can be interpreted in two ways, one of which makes it void and the other valid, the interpretation that makes it valid will be used. The term 'shall' is used as a command, and 'including' is used in a nonexclusive sense, providing further clarity on how specific words should be understood within the contract. These stipulations are fairly standard in franchise agreements to reduce ambiguity and potential disputes.