In the Chatime FDD, does 'a person' include a body corporate?
Chatime Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 23: Receipts]
1.2 Interpretation
(1) Reference to:
- (a) One gender includes the others;
- (b) The singular includes the plural and the plural includes the singular;
- (c) A person includes a body corporate;
- (d) A party includes the party's executors, administrators, successors and assigns;
- (e) Law includes any common law and the requirements of any present or future statute, rule, regulation, proclamation, ordinance, or by law whether state, federal, or otherwise;
- (f) A thing includes the whole and each part of it separately;
- (g) A statute, regulation, or provision of a statute or regulation includes:
- (i) Any amendment or replacement of it; and
- (ii) Another regulation or other statutory instrument made under it, or made under it as amended or replaced;
- (h) Dollars means United States dollars unless otherwise stated.
(2) Including and similar expressions are not words of limitation.
(3) Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
(4) Headings and the table of contents are for convenience only and do not form part of this Agreement or affect its interpretation.
(5) A provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement.
(6) If an act must be done on a specified day which is not a Business Day, it must be done instead on the next Business Day.
(7) A reference to the "end of the Franchise" means the expiry by effluxion of time or sooner termination of the Franchise.
Source: Item 23 — Receipts (FDD pages 58–262)
What This Means (2025 FDD)
According to Chatime's 2025 Franchise Disclosure Document, the term 'person' does indeed include a body corporate. This is clarified in the interpretation section of the agreement, which states that references to 'a person' should be understood to include various entities, including corporations. This definition is important for understanding the legal context of the franchise agreement.
This definition has significant implications for prospective Chatime franchisees. It means that not only individuals but also corporations, partnerships, LLCs, trusts, associations, or other legal entities can enter into a franchise agreement with Chatime. This allows for flexibility in how a franchisee structures their business. For example, a franchisee might choose to operate their Chatime store under a corporate entity for liability protection or tax advantages.
Furthermore, this broad definition of 'person' extends to other clauses within the franchise agreement. Any rights, obligations, or restrictions that apply to a 'person' will also apply to a corporation or other legal entity that is a franchisee. This ensures that the agreement is comprehensive and enforceable, regardless of the franchisee's business structure. Franchisees should carefully review the entire agreement to understand how this definition affects their rights and responsibilities.
In summary, the inclusion of 'body corporate' in the definition of 'person' provides clarity and flexibility for potential Chatime franchisees, allowing them to structure their businesses in a way that best suits their individual circumstances while ensuring that all parties are bound by the same terms and conditions of the franchise agreement.