In the Churchs Chicken franchise agreement, how should any ambiguity in the agreement's provisions be interpreted, considering who drafted the agreement?
Churchs_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
- D. No provision of this Agreement shall be interpreted in favor of, or against, any party because of the party that drafted this Agreement.
Source: Item 23 — RECEIPT (FDD pages 68–406)
What This Means (2025 FDD)
According to the 2025 Churchs Chicken Franchise Disclosure Document, the franchise agreement should not be interpreted in favor of or against any party simply because that party drafted the agreement. This means that if there is any ambiguity in the language of the agreement, it will not automatically be construed against Churchs Chicken, even though they are the ones who created the document. This clause aims to ensure neutrality in interpreting the agreement, preventing either party from gaining an unfair advantage based solely on the drafting role.
This provision is fairly standard in franchise agreements. It prevents franchisees from arguing that ambiguities should automatically be resolved in their favor simply because Churchs Chicken drafted the contract. Instead, a neutral interpretation based on the plain meaning of the terms, the intent of the parties, and applicable law will be applied. This promotes a more balanced and equitable resolution of disputes.
For a prospective Churchs Chicken franchisee, this means they should not assume that any unclear terms in the franchise agreement will automatically be interpreted in their favor. It is crucial to seek legal counsel to fully understand the implications of each provision before signing the agreement. Franchisees should pay close attention to the language used and negotiate for clarification of any ambiguous terms to protect their interests.