What is the relationship between 'Control', 'Controlled', and 'Controlling' in the Potbelly Sandwich Works agreement?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
- "Control", "Controlled" or "Controlling" means, as to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise.
The terms "Controlled by" and "under common Control with" shall have correlative meanings.
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to Potbelly Sandwich Works's 2025 Franchise Disclosure Document, the terms 'Control', 'Controlled', and 'Controlling' are defined in relation to a 'Person'. The definition specifies that these terms indicate the power to direct the management and policies of that Person. This direction can be exerted directly or indirectly.
This power to direct the management and policies can be achieved through various means, including the ownership of voting securities or through a contract. The definition is broad, encompassing any method by which one can influence the decisions of the 'Person'.
The terms 'Controlled by' and 'under common Control with' are defined as having meanings that correlate with the primary definitions of 'Control', 'Controlled', and 'Controlling'. This suggests that if a person is 'Controlled by' another, they are subject to the direction of that other person. Similarly, if two entities are 'under common Control with' each other, they are both subject to the direction of the same controlling entity.