Are the headings in the Healthsource Chiropractic agreement controlling for interpretation?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
1. INTRODUCTION.
1.1 Style of Agreement; Common Terms. This Agreement has been written in an informal style in order to make it more easily readable and to be sure that you become thoroughly familiar with all of the important rights and obligations the Agreement covers before you sign it. This Agreement includes several exhibits, all of which are legally binding and are an integral part of the complete Franchise Agreement. In this Agreement, we refer to as "we," "us," or the "HealthSource Chiropractic." We refer to you as "you," "Franchise Owner" or "Franchisee" and such terms include any person or entity that operates or has an interest in the Franchised Business (defined below). If you are a corporation, partnership or limited liability company, you will notice certain provisions that are applicable to those principal shareholders, partners or members on whose business skill, financial capability and personal character we are relying in entering into this Agreement. Those individuals will be referred to in this Agreement as "Principal Owners".
1.2 The Franchise System.
a. Through the expenditure of considerable time, effort and money, we and our affiliates have devised a system for the establishment and operation of a HealthSource Chiropractic business model that specializes in "progressive rehabilitation," by offering physical therapy and chiropractic services together as a comprehensive solution for pain relief, restoration of function, wellness care and other related services and products (all of which we refer to in this Agreement as the "System"). The System includes procedures, specifications, techniques and procedures that we may designate for operating a chiropractic business. This business model includes a clinic model offering all of our franchised services and products (individually, a "Clinic" or "Clinic," and collectively, the "Clinics" or "Clinics"). Subject to an additional fee, we also offer additional programs, products and services as more fully described herein, which additional programs,
products and services may change from time to time. We identify the System by the use of certain trademarks, service marks and other commercial symbols, including the marks "HealthSource Chiropractic," "HS," and "America's Chiropractor" and certain associated designs, artwork and logos, which we may change or add to from time to time (the "Marks").
Source: Item 23 — Receipts (FDD pages 77–282)
What This Means (2025 FDD)
Based on the 2025 Healthsource Chiropractic Franchise Disclosure Document, the franchise agreement is written in an informal style to ensure that prospective franchisees become familiar with their rights and obligations before signing. The agreement includes exhibits that are legally binding and integral to the complete franchise agreement. The document uses terms like "we," "us," or "HealthSource Chiropractic" to refer to the franchisor and "you," "Franchise Owner," or "Franchisee" to refer to the franchisee. If the franchisee is a corporation, partnership, or limited liability company, specific provisions apply to principal shareholders, partners, or members, who are referred to as "Principal Owners."
Healthsource Chiropractic has developed a system for establishing and operating a HealthSource Chiropractic business, specializing in "progressive rehabilitation" through physical therapy and chiropractic services. This system includes designated procedures, specifications, and techniques for operating a chiropractic business, referred to as the "System." The business model includes a clinic model offering franchised services and products. Healthsource Chiropractic also offers additional programs, products, and services that may change over time. The System is identified by trademarks, service marks, and commercial symbols, including "HealthSource Chiropractic," "HS," and "America's Chiropractor," which may be modified.
Overall, while the agreement aims to be easily readable, it emphasizes the legal importance of all its components, including exhibits. It also clarifies the roles and responsibilities of both the franchisor and franchisee, ensuring that franchisees understand the terms and conditions of the franchise agreement. However, the FDD does not state whether the headings of the agreement are controlling for interpretation. A prospective franchisee should ask the franchisor about this.