In the Cinnaholic franchise agreement, are the captions and section headings considered part of the agreement?
Cinnaholic Franchise · 2025 FDDAnswer from 2025 FDD Document
The parties agree that this Agreement should be interpreted according to its fair meaning. Developer 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 23 — RECEIPT (FDD pages 62–269)
What This Means (2025 FDD)
According to Cinnaholic's 2025 Franchise Disclosure Document, the captions and section headings within the franchise agreement are present for convenience only and are not considered part of the agreement. This means that while the headings can help in navigating the document, they do not hold any contractual weight in interpreting the agreement's terms.
This clause ensures that the actual content of each section, rather than its title, dictates the obligations and rights of both Cinnaholic and the franchisee. Franchisees should, therefore, focus on the specific wording within each section to understand their responsibilities and entitlements under the franchise agreement.
This type of clause is relatively standard in franchise agreements. It prevents disputes arising from interpretations based solely on section headings, ensuring that the agreement is construed based on its substance rather than its form. Prospective Cinnaholic franchisees should carefully review the entire agreement, paying close attention to the details within each section, and seek legal counsel to clarify any ambiguities or concerns.