Under the Cicis Guaranty, is the liability of each Guarantor joint, several, or both?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
Each Guarantor consents and agrees that: (1) Guarantor's direct and immediate liability under this Guaranty will be joint and several, both with Developer and among other guarantors; (2) Guarantor will render any payment or performance required under the Agreement upon demand if Developer fails or refuses punctually to do so; (3) this liability will not be contingent or conditioned upon our pursuit of any remedies against Developer or any other person; (4) this liability will not be diminished, relieved, or otherwise affected by any extension of time, credit, or other indulgence which we may from time to time grant to Developer or to any other person, including, without limitation, the acceptance of any partial payment or performance or the compromise or release of any claims, none of which will in any way modify or amend this Guaranty, which will be continuing and irrevocable during the term of the Agreement; and (5) at our request, each Guarantor shall present updated financial information to us as reasonably necessary to demonstrate such Guarantor's ability to satisfy the financial obligations of Developer under the Agreement.
Each Guarantor waives: (i) all rights to payments and claims for reimbursement or subrogation which any Guarantor may have against Developer arising as a result of the Guarantor's execution of and performance under this Guaranty; and (ii) acceptance and notice of acceptance by us of Guarantor's undertakings under this Guaranty, notice of demand for payment of any indebtedness or non-performance of any obligations hereby guaranteed, protest and notice of default to any party with respect to the indebtedness or nonperformance of any obligations hereby guaranteed, and any other notices to which he or she may be entitled.
Source: Item 23 — RECEIPTS (FDD pages 65–263)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, the liability of each Guarantor under the Guaranty is joint and several. This means that each guarantor is individually liable for the full amount of the Developer's obligations, as well as collectively liable with the Developer and other guarantors.
This arrangement benefits Cicis, as they can pursue any one or all of the guarantors for the full amount owed, regardless of the contributions or ability to pay of the other parties. The Guarantor's liability is direct and immediate, meaning Cicis does not have to first pursue remedies against the Developer or any other person before seeking payment or performance from the Guarantor. The Guarantor remains liable even if Cicis grants extensions of time or other indulgences to the Developer.
Furthermore, each Guarantor waives their rights to payments and claims for reimbursement or subrogation against the Developer arising from their performance under the Guaranty. This means that if a Guarantor pays Cicis on behalf of the Developer, the Guarantor cannot seek reimbursement from the Developer for that payment. This clause underscores the comprehensive and unconditional nature of the Guaranty, placing significant responsibility on the Guarantor to ensure the Developer fulfills its obligations to Cicis.