Does the Fat Shack FDD receipt specify any exceptions to the guarantee's execution process?
Fat_Shack Franchise · 2025 FDDAnswer from 2025 FDD Document
EXHIBIT B TO DEVELOPMENT AGREEMENT
GUARANTY AND ASSUMPTION OF FRANCHISEE'S OBLIGATIONS
- A. In consideration of, and as an inducement to, the execution of the above Development Agreement ("Development Agreement") by FAT SHACK INC. ("FSI"), each of the undersigned hereby personally and unconditionally:
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- Guarantees to FSI and its successors and assigns, for the term of the Development Agreement, including renewals thereof, that franchisee named on the signature page ("Franchisee") shall punctually pay and perform each and every undertaking, agreement and covenant set forth in the Development Agreement; and
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- Agrees to be personally bound by, and personally liable for the breach of, each and every provision in the Development Agreement.
- B. Each of the undersigned waives the following:
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- Acceptance and notice of acceptance by FSI of the foregoing undertaking;
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- Notice of demand for payment of any indebtedness or nonperformance of any obligations hereby guaranteed;
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- Protest and notice of default to any party with respect to the indebtedness or nonperformance of any obligations hereby guaranteed;
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- Any right he or she may have to require that any action be brought against Franchisee or any other person as a condition of liability; and
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- Notice of any amendment, modification, deletion or addition of any term or condition of or to any of the obligations hereby guaranteed.
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- Notice of any termination as to future liability of any other guarantor.
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- Any and all other notices and legal or equitable defenses to which he or she may be entitled.
- C. Each of the undersigned consents and agrees that:
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- His or her direct and immediate liability under this guaranty will be joint and several;
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- He or she will render any payment or performance required under the Development Agreement upon demand if Franchisee fails or refuses punctually to do so;
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- His or her liability hereunder will not be contingent or conditioned upon pursuit by FSI of any remedies against Franchisee or any other person; and
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- His or her liability hereunder will not be diminished, relieved or otherwise affected by any amendment, assignment or modification of the Development Agreement or any extension of time,
Source: Item 23 — Receipts (FDD pages 53–223)
What This Means (2025 FDD)
According to the 2025 Fat Shack FDD, the Guaranty and Assumption of Franchisee's Obligations outlines specific exceptions and waivers related to the guarantee's execution. The guarantor waives several rights, including acceptance and notice of acceptance by Fat Shack, notice of demand for payment, protest and notice of default, and any right to require action against the franchisee before pursuing the guarantor. This means Fat Shack can immediately seek fulfillment of obligations from the guarantor without first notifying them or taking action against the franchisee.
Furthermore, the guarantor also waives notice of any amendments, modifications, deletions, or additions to the Development Agreement, as well as notice of termination regarding the liability of any other guarantor. They also waive any other legal or equitable defenses they may be entitled to. This indicates that changes to the agreement or the release of other guarantors do not affect the remaining guarantor's obligations.
The guarantor consents and agrees to be jointly and severally liable, meaning Fat Shack can pursue one or all guarantors for the full amount of the obligation. The guarantor must render payment or performance upon demand if the franchisee fails to do so, and their liability is not contingent upon Fat Shack pursuing remedies against the franchisee or any other person. These waivers and consents significantly strengthen Fat Shack's position by simplifying the process of enforcing the guarantee and limiting the guarantor's defenses.