In interpreting the Christian Brothers Automotive agreement, will ambiguities be resolved against the drafting party?
Christian_Brothers_Automotive Franchise · 2025 FDDAnswer from 2025 FDD Document
- (e) Choice of Law. This Agreement shall be construed and interpreted in under and in accordance with the laws of the State of Texas.
- (f) Severability. If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law.
- (g) Captions. The captions in this Agreement are solely for the convenience and for the purpose of referencing sections, in no way do the captions define, limit, describe or construe the contents of such sections or the intent or scope of this Agreement or any part thereof.
Source: Item 22 — CONTRACTS (FDD page 76)
What This Means (2025 FDD)
Based on the 2025 Christian Brothers Automotive Franchise Disclosure Document, the excerpts provided do not contain specific language stating that ambiguities in the franchise agreement will be resolved against the drafting party (the franchisor). However, several clauses address the interpretation and enforcement of the agreement. The agreement specifies that Texas law governs its construction and interpretation, which means Texas state law will dictate how any ambiguities are handled. Franchisees should be aware that the agreement includes provisions for severability, meaning that if one part of the agreement is deemed unenforceable, the rest of the agreement remains in effect. The captions within the agreement are for convenience only and do not define the scope or intent of the agreement.
For franchisees in certain states like Minnesota, Maryland, and Indiana, there are specific amendments to the franchise agreement that address state law modifications. These amendments often include provisions that supersede other terms of the agreement to comply with local franchise laws. For example, acknowledgments or waivers signed by a franchisee may not waive claims under applicable state franchise laws. These state-specific amendments highlight the importance of understanding how local laws interact with the franchise agreement.
Given the absence of a clause explicitly addressing the resolution of ambiguities against the drafter, prospective Christian Brothers Automotive franchisees should seek legal counsel to understand how Texas law and any applicable state-specific amendments would interpret potentially ambiguous terms in the franchise agreement. It would be prudent to ask the franchisor directly about their policy or past practices regarding the interpretation of ambiguous contract terms. Understanding these aspects can help a franchisee better navigate their rights and obligations under the franchise agreement.