factual

In the Carvel personal covenants, what agreement do equity interest holders make regarding the interpretation of terms by a court or arbitrator?

Carvel Franchise · 2025 FDD

Answer from 2025 FDD Document

If any term in these Personal Covenants or in Section 15 of the Franchise Agreement must be interpreted by a court or an arbitrator of competent jurisdiction, you agree that: (i) these Personal Covenants are made freely and voluntarily by you, an experienced businessperson, in an arms-length commercial transaction; (ii) these Personal Covenants or Section 15 of the Franchise Agreement should not be construed in the same manner or under the same body of law as analogous terms in a contract of employment; (iii) if a court or arbitrator finds that any term in these Personal Covenants or Section 15 of the Franchise Agreement is invalid or unenforceable for any reason, that term will automatically be modified to the minimum extent necessary to make it valid and enforceable, and the modification will be deemed to have been a part of these Personal Covenants or Section 15 of the Franchise Agreement as of the date you sign these Personal Covenants or the Effective Date of the Franchise Agreement, whichever is later; (iv) the court or arbitrator should strictly construe these terms in favor of enforcement; and (v) if any term could be construed two ways, one of which would render the term valid and the other of which would render the term invalid, the court or arbitrator will construe the term in the manner that renders it valid.

Source: Item 23 — Receipts (FDD pages 100–353)

What This Means (2025 FDD)

According to Carvel's 2025 Franchise Disclosure Document, equity interest holders agree to specific conditions regarding the interpretation of the Personal Covenants or Section 15 of the Franchise Agreement by a court or arbitrator. These conditions are designed to ensure the enforceability and fair interpretation of these agreements.

Specifically, equity interest holders acknowledge that the Personal Covenants are made freely and voluntarily as part of an arms-length commercial transaction between experienced businesspersons, not as an employment contract. They agree that if any term is found invalid or unenforceable, it should be modified to the minimum extent necessary to make it valid and enforceable. This modification is deemed effective from the date of signing the Personal Covenants or the Effective Date of the Franchise Agreement, whichever is later.

Furthermore, equity interest holders agree that the court or arbitrator should strictly construe these terms in favor of enforcement. If a term can be interpreted in two ways, one valid and one invalid, the interpretation that renders the term valid should be chosen. These stipulations aim to minimize challenges to the enforceability of the Personal Covenants and Section 15, providing Carvel with greater assurance that these agreements will be upheld.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.