In the My Salon Suite Franchise Agreement, are headings used to control interpretation?
My_Salon_Suite Franchise · 2025 FDDAnswer from 2025 FDD Document
Headings are for reference purposes and do not control interpretation.
Reference to Franchisee's "immediate family" means Franchisee's spouse, parents, children and siblings and Franchisee's spouse's parents, children, and siblings.
Reference to Franchisee's "principals" means Franchisee's partners, officers, directors, shareholders, members, and managers, as applicable.
References to "Franchisor" and "Franchisee" include the party's successors, assigns or transferees.
In the event of an ambiguity or if a question of intent or interpretation arises, this Franchise Agreement shall be construed as if drafted jointly by all the parties, and no presumptions or burdens of proof shall arise in favor of any party by virtue of the authorship of any of the provisions of this Franchise Agreement.
Source: Item 23 — RECEIPTS (FDD pages 95–230)
What This Means (2025 FDD)
According to the 2025 My Salon Suite Franchise Disclosure Document, the headings used in the franchise agreement are for reference purposes only and do not control the interpretation of the agreement. This means that if there is any ambiguity or dispute about the meaning of a particular clause, the headings of the sections will not be a factor in determining the proper interpretation. Instead, the actual text of the agreement will be the primary source of interpretation.
My Salon Suite indicates that the agreement should be construed as if drafted jointly by all parties, meaning no party benefits from presumptions based on authorship if interpretation questions arise. This is a fairly standard clause in franchise agreements, intended to promote fairness and prevent one party from claiming they did not understand the terms.
For a prospective My Salon Suite franchisee, this clause highlights the importance of carefully reading and understanding the entire franchise agreement, not just relying on the headings to understand the content of each section. It also suggests that franchisees may have some input in clarifying ambiguous terms, as the agreement is meant to be viewed as a jointly drafted document.