Does the Potbelly Sandwich Works SDAA allow Potbelly Sandwich Works to revoke a waiver for any reason?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
Except where this SDAA expressly obligates us to reasonably accept or consent to (or not to unreasonably withhold our acceptance or consent regarding) any action or request by you, we have the absolute right for any reason or no reason to withhold our acceptance of or consent to any action by you.
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to Potbelly Sandwich Works's 2025 Franchise Disclosure Document, Potbelly Sandwich Works has broad discretion regarding approvals and consents related to the Shop Development Area Agreement (SDAA). Specifically, unless the SDAA expressly requires Potbelly Sandwich Works to act reasonably in accepting or consenting to a franchisee's action or request, Potbelly Sandwich Works retains the absolute right to withhold acceptance or consent for any reason or no reason.
This provision in the SDAA means that as a prospective franchisee, you should be aware that Potbelly Sandwich Works is not obligated to approve requests or actions unless explicitly stated in the agreement. This could impact various aspects of your development, as Potbelly Sandwich Works could deny requests without needing to justify their decision.
It is important for a potential Potbelly Sandwich Works franchisee to carefully review the SDAA and understand the instances where Potbelly Sandwich Works's consent is required. Franchisees should seek clarification on which specific actions or requests are subject to reasonable acceptance versus those where Potbelly Sandwich Works has absolute discretion. This understanding will help in anticipating potential challenges and planning business operations effectively.