In the context of the Checkers Franchise Agreement Addendum, what happens if there is a conflict between the provisions of the Addendum and the Franchise Agreement itself?
Checkers Franchise · 2025 FDDAnswer from 2025 FDD Document
WHEREAS, the Parties now desire to modify the Franchise Agreement according to the terms and conditions set forth in this Addendum.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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- Relationship to Franchise Agreement; Recitals. This Addendum shall be annexed to and form a part of the Franchise Agreement. All capitalized terms not otherwise defined in this Addendum shall have the meanings set forth in the Franchise Agreement. Except as modified by this Addendum, the Franchise Agreement remains in full force and effect. Any conflict between the provisions hereof and the Franchise Agreement shall be construed in favor of this Addendum. All references in this Addendum to "Sections," "Subsections," and/or "Exhibits" shall mean the applicable Section(s), Subsection(s), and/or Exhibit(s) of the Franchise Agreement, unless specified otherwise below. The Recitals above are incorporated into this Addendum by reference.
Source: Item 22 — CONTRACTS (FDD pages 91–92)
What This Means (2025 FDD)
According to the 2025 Checkers Franchise Disclosure Document, specifically regarding the Franchise Agreement Addendum, any conflicts between the Addendum and the Franchise Agreement will be resolved in favor of the Addendum. This means that the terms outlined in the Addendum will take precedence over any conflicting terms in the original Franchise Agreement.
This clause is important for prospective Checkers franchisees because it clarifies the hierarchy of the legal documents governing their franchise. Addenda are often used to modify or supplement the original agreement, and this provision ensures that those modifications are upheld. Franchisees should pay close attention to any addenda, as their terms can alter the rights and obligations outlined in the initial Franchise Agreement.
For example, the document excerpts show addenda related to Non-Traditional Sites and VetFran incentives. These addenda modify standard fees and other requirements. If the standard Franchise Agreement states one royalty percentage, but the Addendum for a Non-Traditional Site states a different percentage, the Addendum's rate would apply. This ensures that specific modifications agreed upon in the Addendum are legally binding and override any contradictory terms in the original agreement, providing clarity and legal certainty for both Checkers and the franchisee.