Regarding the Del Taco Sublease, does the rule of construction that resolves ambiguities against the drafting party apply?
Del_Taco Franchise · 2025 FDDAnswer from 2025 FDD Document
The parties acknowledge that each party and/or its legal counsel have reviewed and made revisions to this Sublease. The rule of construction requiring the resolution of any ambiguities in this Sublease against the drafting party shall not apply to the construction of this Sublease or any exhibits to this Sublease. The addition, deletion or modification of any language contained in any prior draft of this Sublease shall not create any inferences.
Source: Item 23 — RECEIPTS (FDD pages 59–325)
What This Means (2025 FDD)
According to Del Taco's 2025 Franchise Disclosure Document, the standard legal principle that ambiguities in a contract are interpreted against the party who drafted it does not apply to the Del Taco Sublease agreement. The FDD states that both parties acknowledge they had the opportunity to review and revise the Sublease with their legal counsel.
This means that if there is a dispute over the interpretation of the Sublease, a court or arbitrator will not automatically favor the franchisee (as the non-drafting party). Instead, the agreement will be interpreted based on its plain language and the intent of the parties, as evidenced by the document itself and the circumstances surrounding its execution. The fact that language was added, deleted, or modified during the drafting process will also not be used to infer any specific meaning or intent.
For a prospective Del Taco franchisee, this clause emphasizes the importance of carefully reviewing and understanding the Sublease agreement with the help of legal counsel before signing it. Franchisees should ensure that all their concerns and questions are addressed and that the agreement accurately reflects their understanding of their rights and obligations. Since ambiguities will not be automatically resolved in their favor, a thorough review is crucial to avoid potential disputes or unfavorable interpretations down the line.