In the Hck Hot Chicken franchise agreement, will any uncertainty or ambiguity be construed against the drafter?
Hck_Hot_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against the drafter hereof, whether under any rule of construction or otherwise.
On the contrary, this Agreement has been reviewed by all 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 all parties hereto.
Franchisor and Franchisee 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 21 — FINANCIAL STATEMENTS (FDD page 54)
What This Means (2025 FDD)
According to Hck Hot Chicken's 2025 Franchise Disclosure Document, the franchise agreement specifies that any uncertainty or ambiguity within the agreement will not be interpreted against the party who drafted it. Instead, the agreement is designed to be construed and interpreted according to the ordinary meaning of the words used, with the intention of fairly accomplishing the purposes and intentions of all parties involved. This indicates that the agreement is intended to be interpreted in a neutral manner, considering the perspectives of both Hck Hot Chicken and the franchisee.
This clause aims to prevent a situation where the drafting party (likely Hck Hot Chicken) is automatically disadvantaged in disputes due to their role in creating the document. It emphasizes that the agreement should be reviewed by all parties and interpreted based on the common understanding of its language. This approach is intended to ensure fairness and prevent either party from exploiting potential ambiguities to their advantage.
Furthermore, the Hck Hot Chicken franchise agreement states that if any provision is susceptible to multiple interpretations, the interpretation that renders the provision enforceable will be favored. This reinforces the intent to maintain the agreement's validity and enforceability, aligning with standard legal practices that seek to uphold contracts whenever possible. Franchisees should carefully review the entire agreement and seek legal counsel to fully understand their rights and obligations under the contract.