How does the Red Wagon Club agreement define 'control'?
Red_Wagon_Club Franchise · 2024 FDDAnswer from 2024 FDD Document
References in this Agreement to "Franchisor," with respect to all of Franchisor's rights and all of the Parties' obligations to Franchisor under this Agreement, include any of its affiliates with whom the Parties deal. The term "affiliate" means any person or entity directly or indirectly owned or controlled by, under common control with, or owning or controlling Franchisee or Franchisor. The term "control" means the power to direct or cause the direction of management and policies. The use of the term "including" in this Agreement, means in each case "including, without limitation."
Source: Item 23 — RECEIPTS (FDD pages 47–142)
What This Means (2024 FDD)
According to the 2024 Red Wagon Club Franchise Disclosure Document, the agreement defines 'control' in relation to affiliates. The term 'affiliate' refers to any entity directly or indirectly owned or controlled by, under common control with, or owning or controlling either the franchisee or Red Wagon Club itself.
Specifically, 'control' is defined as the power to direct or cause the direction of management and policies. This definition is important because it clarifies the scope of relationships that could create obligations or liabilities for the franchisee. For example, if a franchisee has a separate business entity and has the power to direct its management and policies, that entity would be considered an affiliate under the agreement.
This definition ensures that Red Wagon Club can enforce the franchise agreement not only against the franchisee but also against any affiliated entities that the franchisee controls. This prevents franchisees from circumventing the agreement by operating through related entities. The agreement also clarifies that the term 'including' means 'including, without limitation,' indicating that the examples provided are not exhaustive.