le·gal·ese /lēgə’lēz/noun
1. The formal and technical language of legal documents that is often hard to understand. 2. Straight talk from Jonathan Barber
Why do I have to sign a Personal Guaranty?!
W
hen you consider buying into a franchise, you receive hundreds of pages of disclosures and contracts. Most likely, there is a personal guaranty somewhere in that huge PDF. It’s important to understand what a personal guaranty is and why most franchisors require that you sign one. A personal guaranty is a promise to pay the debt or fulfill the obligation of another if that person or entity fails to do so. In franchise deals, almost every franchisee signs a franchise agreement as an entity. John Doe creates John Doe, LLC and signs the franchise agreement on behalf of John Doe, LLC instead of in his individual capacity. However, the franchisor requires John Doe to sign a personal guaranty. By signing this, John Doe is saying that he will pay any debts or fulfill any obligations that John Doe, LLC fails to pay or perform. Yes, this grants the franchisor access to John Doe’s personal assets in the event his franchise venture goes south. This concept is scary to most franchisees, but it’s important to think about this from the other side of the deal.
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FranchiseDictionaryMagazine.com
If a franchisor didn’t require a franchisee to sign a personal guaranty, that franchisee could virtually do whatever he wants and exit the system upon a whim. Imagine that John Doe, above, buys into and opens up a childcare franchise. Let’s say that the franchisor didn’t require him to sign a personal guaranty. Everything’s going great in Year Three of John Doe’s term, but he thinks he could make a ton of money selling craft beer in his community. He decides to start brewing beer in one of his classrooms and opens up a pub on the back patio of the daycare. John Doe quickly gets a notice of default from the franchisor, because that’s a breach of several portions of his franchise agreement. John Doe transfers all of the assets out of his LLC and sends the franchisor a notice of termination, and continues operating his daycare-brewery. Now, the franchisor can get a judgment against John Doe, LLC that it can’t execute because John Doe, LLC has no assets! The franchisor can’t go after John Doe individually because he never signed a personal
