What specific payments and performances under the Learningrx Franchise Agreement are guaranteed by the spouse or domestic partner?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
In consideration of, and as inducement to, the execution of that certain Franchise Agreement of even date herewith (the "Agreement") by LearningRx Franchise Corporation (the "Franchisor") and the party or parties identified on the Agreement (the "Franchisee"), and acknowledging that Franchisor would not be willing to enter into the Agreement without the commitment of each spouse or domestic partner of Franchisee's owner to guarantee the performance of the Franchisee, each of the undersigned hereby personally and unconditionally (a) guarantees to Franchisor, and its successors and assigns, for the term of the Agreement and thereafter as provided in the Agreement, that the Franchisee shall punctually pay and perform each and every undertaking, agreement and covenant set forth in the Agreement; and (b) agrees to be personally bound by, and personally liable for the breach of, each and every provision in the Agreement, both monetary obligations and obligations to take or refrain from taking specific actions or to engage or refrain from engaging in specific activities. Notwithstanding clauses (a) and (b) above, a spouse or domestic partner who is also a guarantor hereunder and who becomes widowed and who does not have (and will not obtain) an ownership interest in the Franchisee, the Agreement, or any Franchise Agreement granted thereunder as an owner, co-owner, investor, member, partner, shareholder or like capacity shall not thereafter be held responsible for any monetary obligations thereafter arising out of the terms and conditions of this Guaranty and Assumption of Obligations unless any such ownership interest is acquired in any manner by the widowed spouse or domestic partner, or the widowed spouse's children, deceased spouse's children, or domestic partner's children. Notwithstanding any change in ownership resulting from the death of a spouse or domestic partner, all monetary obligations and liabilities existing at the time of death shall continue to be an obligation of the surviving spouse or domestic partner until such obligations or liabilities shall be paid in full by the estate or by the guarantor spouse or domestic partner. Notwithstanding the limitations set forth above, any and all other non-monetary obligations of the Agreement shall remain an obligation of the surviving spouse.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, the spouse or domestic partner of a Learningrx franchisee's owner must guarantee the franchisee's performance under the Franchise Agreement. This guarantee extends to both the timely payment of all obligations and the fulfillment of every agreement and covenant outlined in the Franchise Agreement. This obligation remains in effect for the entire term of the agreement and beyond, as specified within the agreement itself.
This means that the spouse or domestic partner is personally bound by and liable for any breaches of the Franchise Agreement, including both monetary obligations and the requirement to take or avoid specific actions or activities. However, a widowed spouse or domestic partner who does not have an ownership interest in the Learningrx franchise will not be held responsible for monetary obligations arising after they become widowed, unless they or their children acquire an ownership interest.
Even with a change in ownership due to death, any monetary obligations existing at the time of death remain the responsibility of the surviving spouse or domestic partner until fully paid by the estate or the guarantor. Non-monetary obligations under the agreement continue to apply to the surviving spouse, regardless of the death of their partner. This comprehensive guarantee ensures Learningrx has recourse to both the franchisee and their spouse/partner to ensure full compliance with the Franchise Agreement.
Prospective Learningrx franchisees should carefully review these guarantee provisions with their spouse or domestic partner and legal counsel to fully understand the scope of their obligations and potential liabilities. Franchisees should also consider the implications of these obligations in the event of death or changes in ownership.