Does the Dermani Medspa agreement state that it should be construed against the drafting party?
Dermani_Medspa Franchise · 2025 FDDAnswer from 2025 FDD Document
- 11.08.
Construction.
The language herein shall be construed, in all cases, according to its plain meaning, and not for or against either Party.
The Parties acknowledge that each Party and its counsel have reviewed this Agreement and that the rule of construction which states that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 66–311)
What This Means (2025 FDD)
According to the 2025 Dermani Medspa Franchise Disclosure Document, the franchise agreement specifies how its language should be interpreted. The agreement states that its language should be construed according to its plain meaning in all cases, without favoring either party.
The Dermani Medspa agreement explicitly acknowledges that both parties, including their legal counsel, have had the opportunity to review the agreement. Because of this mutual review, the agreement states that the standard legal principle of construing ambiguities against the drafting party will not apply in interpreting the Dermani Medspa franchise agreement.
This clause aims to ensure that the agreement is interpreted fairly based on the actual language and the mutual understanding of both Dermani Medspa and the franchisee, rather than penalizing the drafting party (presumably Dermani Medspa) for any perceived ambiguities. Prospective franchisees should carefully review the entire agreement with their own legal counsel to fully understand their rights and obligations, as the agreement's interpretation will be based on its plain meaning and not automatically tilted in their favor as the non-drafting party.