How should any uncertainty or ambiguity in the Dog Haus Area Development Agreement be construed?
Dog_Haus Franchise · 2025 FDDAnswer from 2025 FDD Document
Neither this Agreement nor any uncertainty or ambiguity in this Agreement shall be construed or resolved against the drafter of this Agreement, whether under any rule of construction or otherwise.
On the contrary, this Agreement has been reviewed by the Parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of both Parties.
Franchisor and Area Developer intend that if any provision of this Agreement is susceptible to two or more constructions, one of which would render the provision enforceable and the other or others of which would render the provision unenforceable, then the provision shall be given the meaning that renders it enforceable.
Source: Item 23 — RECEIPTS (FDD pages 87–328)
What This Means (2025 FDD)
According to Dog Haus's 2025 Franchise Disclosure Document, any uncertainty or ambiguity in the Area Development Agreement will not be construed against the party who drafted the agreement. This means that standard legal principles that might interpret unclear terms against the drafter do not apply. Instead, the agreement should be interpreted according to the ordinary meaning of the words used, with the goal of fairly accomplishing the purposes and intentions of both Dog Haus and the Area Developer.
Dog Haus intends that if any provision is susceptible to multiple interpretations, one of which would make the provision enforceable and others which would make it unenforceable, the interpretation that renders the provision enforceable should be used. This aims to maintain the validity and effectiveness of the agreement as a whole.
This clause is significant for a prospective franchisee because it clarifies the approach to resolving disputes over the interpretation of the Area Development Agreement. It emphasizes fairness and the intent of both parties, while also prioritizing an interpretation that keeps the agreement legally sound and enforceable. Franchisees should be aware of this clause and seek legal counsel to fully understand its implications before signing the agreement.