Does the Cinnaholic franchise agreement allow the captions and section headings to be used when construing the agreement?
Cinnaholic Franchise · 2025 FDDAnswer from 2025 FDD Document
29. INTERPRETATION AND HEADINGS
The parties agree that this Agreement should be interpreted according to its fair meaning. Franchisee waives to the fullest extent possible the application of any rule which would construe ambiguous language against Franchisor as the drafter of this Agreement. The words "include," "includes" and "including" when used in this Agreement will be interpreted as if they were followed by the words "without limitation". References to section numbers and headings will refer to sections of this Agreement unless the context indicates otherwise. Captions and section headings are used herein for convenience only. They are not part of this Agreement and shall not be used in construing it.
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Cinnaholic's 2025 Franchise Disclosure Document, the franchise agreement specifies that captions and section headings are for convenience only and should not be used when interpreting the agreement. This means that if there's a dispute or ambiguity about the meaning of a particular section, a franchisee cannot argue that the heading or caption of that section should influence the interpretation.
This clause is fairly standard in franchise agreements. It aims to ensure that the actual text of the agreement is the primary basis for understanding the parties' obligations and rights. Franchisees should therefore focus on the specific wording of each section rather than relying on potentially oversimplified or general headings.
By disallowing the use of headings and captions in construing the agreement, Cinnaholic seeks to avoid disputes over interpretations based on potentially ambiguous or overly broad headings. This ensures that the detailed provisions within each section are given precedence, providing a more accurate and comprehensive understanding of the franchisee's and franchisor's respective duties and rights.