Does GoTo Foods guarantee Carvel's obligations under the Franchise Agreement or other agreements with franchisees?

According to Carvel's 2025 Franchise Disclosure Document, GoTo Foods does not guarantee Carvel's obligations under the Franchise Agreement or other agreements with franchisees. However, GoTo Systems, Carvel's direct parent company, does guarantee Carvel's obligations under the Franchise Agreement.

The FDD includes a guarantee of performance from GoTo Foods Systems LLC, stating that it "absolutely and unconditionally guarantees to assume the duties and obligations of Carvel Franchisor SPV LLC" under the franchise registration and Franchise Agreement. This guarantee remains in effect until all obligations of Carvel under its franchise registrations and the Franchise Agreement are satisfied or the liability of Carvel to its franchisees under the Franchise Agreement has been completely discharged.

This guarantee is significant for prospective Carvel franchisees because it provides an additional layer of financial security. If Carvel is unable to meet its obligations, GoTo Foods Systems LLC is legally bound to step in and fulfill those obligations. The guarantor, GoTo Foods Systems LLC, does not waive receipt of notice of default on the part of the Franchisor and the guarantee is binding on the Guarantor and its successors and assigns.