How does the Remax Franchise Agreement relate to the interpretation of the payment note?
Remax Franchise · 2025 FDDAnswer from 2025 FDD Document
- This Note constitutes part performance of the Franchise Agreement, and as such, shall be read and interpreted in a manner consistent with the terms of the Franchise Agreement which provides that a default under the
of the default.
terms of this Note shall be grounds for termination of the Franchise Agreement. Accordingly, RE/MAX Integrated Regions, LLC may, in addition to the collection provisions of paragraphs 3 and 4 above, terminate the Franchise Agreement under the provisions of Section 13 of the Franchise Agreement.
In the event of any sale, transfer, assignment, encumbrance or other conveyance of the rights, duties or obligations of Franchisee(s) under the terms of the Franchise Agreement, the entire unpaid balance of this Note as of the date of such sale, transfer, assignment, encumbrance or other conveyance shall immediately become due and payable in full without any further notice or demand.
If the Franchise Agreement is terminated pursuant to Section 13 therein, then this Promissory Note shall immediately become due and payable, without notice, together with reasonable attorneys' fees if collection is placed in the hands of an attorney to obtain or enforce payment.
This Promissory Note shall be construed and enforced in accordance with the laws of the State of Colorado.
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- Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Franchise Agreement.
Source: Item 22 — Contracts (FDD pages 108–334)
What This Means (2025 FDD)
According to the 2025 Remax Franchise Disclosure Document, the Promissory Note constitutes part performance of the Franchise Agreement. This means the Promissory Note should be interpreted in a way that aligns with the terms of the Franchise Agreement. A default under the terms of the Promissory Note can be grounds for termination of the Franchise Agreement, as per Section 13 of the Franchise Agreement. Therefore, Remax Integrated Regions, LLC has the right to terminate the Franchise Agreement if the franchisee defaults on the Promissory Note, in addition to pursuing collection actions.
Several specific clauses within the Promissory Note highlight its connection to the Franchise Agreement. For instance, in the event of a sale, transfer, assignment, encumbrance, or other conveyance of the franchisee's rights, duties, or obligations under the Franchise Agreement, the entire unpaid balance of the Promissory Note becomes immediately due and payable. Similarly, if the Franchise Agreement is terminated according to Section 13, the Promissory Note also becomes immediately due and payable, along with reasonable attorney's fees if legal action is necessary to enforce payment.
Furthermore, the Promissory Note includes a clause stating that capitalized terms not specifically defined within the note itself will have the meanings provided in the Franchise Agreement. This reinforces the interconnectedness of the two documents, ensuring consistent interpretation. The Promissory Note is governed by the laws of Colorado, and the maker acknowledges that the note is a transferable record under the United States Electronic Signatures in Global and National Commerce Act and/or the Uniform Electronic Transactions Act or any other equivalent, applicable law. The maker also confirms they have read, understood, and received a copy of the Promissory Note.