# Codebook: franchise personal guaranties (FDD sample, 259 brands)

One row per brand. Source: the brand's Franchise Disclosure Document (FDD) as filed with Minnesota CARDS
(issue dates 2025 to 2026), read in Item 15, Item 17, Item 22, the state cover pages, the franchise
agreement (FA), and the guaranty form or owners' agreement in the exhibits. Code the **unit franchise
agreement** offer (not the area development agreement, not franchisor financing documents), as it applies
to a **business-entity franchisee** (the usual case). Code what the documents say, not what is negotiable.

"Guaranty" means a personal guaranty by an individual of the franchisee's obligations under the franchise
agreement, whatever it is called (Guaranty, Guarantee, Personal Guaranty, Guaranty and Assumption of
Obligations, Owner's Agreement that contains a guaranty, Principal Owner's Guaranty, and similar).
Excluded: the franchisor's parent "Guarantee of Performance" (Item 21), guaranties of a promissory note or
lease only, and a guaranty given by a corporate parent of the franchisee only.

## Fields

| Field | Values | Rule |
|---|---|---|
| `guaranty_rule` | `required`, `discretionary`, `none_found` | `required`: the FDD or FA says owners of an entity franchisee must sign a personal guaranty (or an owners' agreement in which they personally guarantee the FA obligations), or must sign the franchise agreement personally as co-parties bound jointly with the entity. `discretionary`: the franchisor only "may require" one. `none_found`: no personal guaranty of FA obligations is required or provided for (note-only or lease-only guaranties do not count). |
| `guaranty_form` | `yes`, `no` | A form of personal guaranty (standalone exhibit, FA attachment, or a guaranty section of an owners' agreement) is included in the FDD. |
| `signers` | `all_owners`, `threshold`, `designated`, `na` | Who must sign. `all_owners`: every owner (all shareholders, members, partners; direct and/or indirect), even if public-company shareholders or passive limited partners are excepted. `threshold`: owners holding at least a stated percentage. `designated`: named roles only, with no percentage (principal owner, controlling owners, operating partner, owners we designate). If a percentage threshold is stated together with "and anyone else we designate", code `threshold`. `na` when `guaranty_rule` = `none_found`. |
| `threshold_pct` | number or blank | The ownership percentage at or above which an owner must sign (e.g. 10 for "10% or more"). Blank unless `signers` = `threshold`. "More than 10%" is coded 10 with a note. |
| `spouse_rule` | `guaranty_required`, `guaranty_may`, `consent_required`, `covenants_only`, `note_only`, `none_found` | What the operative documents (Item 15, FA, guaranty, owners' agreement, Items 1 to 22 text) require of an owner's spouse. `guaranty_required`: spouses must sign the guaranty or a spousal guaranty and become personally liable (also when only in some situations; record the condition). `guaranty_may`: the franchisor may require spouses to sign the guaranty. `consent_required`: the spouse must sign a consent or acknowledgment (e.g. consenting to the guaranty or binding marital/community property) without being named a guarantor. `covenants_only`: the spouse must sign, may be required to sign, or is bound only by confidentiality or non-compete covenants (record "may require" as `spouse_condition` = `other`). A covenant clause that merely lists spouses among restricted persons, defines "you" to include spouses, or bars owners from competing through a spouse does not count unless the spouse must (or may be required to) sign, or the FDD states in terms that spouses are bound. `note_only`: the spouse must guarantee franchisor financing (a promissory note) only. `none_found`: no spouse requirement. A spouse requirement that applies only when the franchisee is an individual does not count, because the codebook codes an entity franchisee. When several apply, use the first in this order: guaranty_required, guaranty_may, consent_required, covenants_only, note_only, none_found. The cover-page "Spousal Liability" risk statement alone does **not** count (see `cover_risk_spouse`). Where the guaranty form itself defines the capacity in which a spouse signs (for example a spousal consent block, or "a spouse who signs solely as a spouse is signing merely to acknowledge and consent and to bind the marital estate"), code what the form says (`consent_required`), even if Item 15 or the FA says the spouse "signs the guaranty". |
| `spouse_condition` | `unconditional`, `community_property`, `other`, `na` | Condition attached to the spouse requirement. `community_property`: only in community-property states or where marital property law applies. `other`: any other condition (e.g. only if needed to meet financial standards, only for spouses who are not owners in some states). For `guaranty_may`, the franchisor's discretion is not itself a condition, and a requirement that covers the spouses of the owners who must sign the guaranty (all owners or owners above the threshold) is `unconditional` (clarified after the blind check). `na` when `spouse_rule` = `none_found`. |
| `spouse_limited` | `yes`, `no`, `na` | The spouse's guaranty is limited (for example to jointly held, marital or community property, or to the spouse's interest in collateral). Recorded by the tag `[spouse_limited]` in notes; `no` for other spouse guaranties; `na` when there is no spouse guaranty (`guaranty_required` or `guaranty_may`). |
| `cover_risk_spouse` | `yes`, `no` | The FDD carries the "Spousal Liability" special-risk statement ("Your spouse must sign a document that makes your spouse liable ...") anywhere (state cover page or state addendum). |
| `scope` | `payment_and_performance`, `payment_only`, `other`, `na` | What the guarantor guarantees. `payment_and_performance`: punctual payment and performance of the franchisee's obligations, or personal liability for breach of every provision. `payment_only`: payment of money owed only. `other`: anything narrower or different (describe in notes). `na` when no guaranty. |
| `bound_covenants` | `yes`, `no`, `na` | The guarantors (or the owners who must guarantee) are personally bound by the FA's restrictive covenants (non-compete, confidentiality), by name or through "personally bound by each and every provision", in the guaranty, the FA or Item 15. Guaranteeing the franchisee's performance alone does not count. `no` otherwise. |
| `joint_several` | `yes`, `no`, `na` | Guarantors' liability is stated to be joint and several. `no` if a guaranty form exists and says nothing; `na` without a form or guaranty text. |
| `waives_exhaustion` | `yes`, `no`, `na` | The franchisor may proceed against a guarantor without first pursuing the franchisee (waiver of any right to require that an action be brought against the franchisee first, or liability "not contingent" on pursuing the franchisee). |
| `cap` | `yes`, `no`, `na` | Any stated dollar, multiple-of-fees or other ceiling on the guarantor's liability for FA obligations. A blank amount to be filled in counts as `yes` only if the form itself is a limited guaranty. |
| `burn_off` | `yes`, `no`, `na` | The guaranty ends or shrinks after a set period or performance milestone while the franchise is still operating. Release by the franchisor's discretionary written release is not a burn-off. |
| `duration` | `until_satisfied`, `term_only`, `not_stated`, `na` | `until_satisfied`: the guaranty continues until all obligations are paid and performed, or survives expiration or termination of the FA (including "for the term of the Agreement and afterward as provided in the Agreement"). `term_only`: stated to last only during the FA term, or to terminate when the FA expires or terminates (obligations that accrued before then may still be enforced). `not_stated`: no duration language. Precedence when a form mixes phrases: an explicit end at expiration, termination or transfer wins (`term_only`); otherwise any language that the guaranty runs after the term ("for the term and thereafter as provided", "until all obligations are paid", "for so long as any performance is owed") gives `until_satisfied`; "continuing and irrevocable during the term" alone gives `term_only`. Applied across the dataset with scripts/04_duration_rule.py and hand review. |
| `transfer` | `continues_after`, `pre_transfer_stated`, `not_stated`, `na` | What the FDD/FA/guaranty says about guarantors (or the transferring franchisee and its owners) after an approved transfer of the franchise. `continues_after`: liability continues for obligations arising after the transfer, or the transfer does not release the guaranty, or the transferor's guarantors must guarantee the transferee. `pre_transfer_stated`: they remain liable for obligations arising before the transfer (and post-transfer covenants), with no statement that later obligations stay with them. `not_stated`: no such language. Generic "can be released only in writing" clauses do not count. The field concerns a sale to a new owner: clauses about transfers to an entity the franchisee owns, among existing owners, the buyer's own owners' guaranties, leases, vendor accounts and state release rules (Maryland, Indiana) do not count. A clause that approval of a transfer "is not a waiver of any claims against the transferring party" is `pre_transfer_stated`; "shall not relieve the transferor", "in no way a release" or "guaranty not affected by an assignment" is `continues_after`. Added after the blind check and applied across the dataset with scripts/04_transfer_rule.py plus hand review (hand codes that cite other explicit text were kept). |
| `item15_mentions` | `yes`, `no` | Item 15 of the FDD mentions the personal guaranty, an owners' agreement that contains it, or the requirement that owners sign the franchise agreement personally. A mention of guarantors only in another context (for example who signs a confidentiality agreement) does not count. |
| `item22_lists` | `yes`, `no` | Item 22 lists a guaranty (or an owners' agreement containing one) among the contracts. |
| `evidence` | text | Short quote supporting `guaranty_rule`, `signers` and `spouse_rule`. |
| `confidence` | `high`, `medium`, `low` | Coder confidence. |
| `notes` | text | Anything unusual. |

## Derived columns in fdd_personal_guaranty.csv

`sector`, `sector_label`, `item7_high`, `item7_band` (from the published semi-absentee-franchises dataset,
band on the high end of the Item 7 range), `mn_document_url` (current Minnesota CARDS link, last verified
2026-10-14), `hand_checked` (yes for the 20 blind-check brands), `blindcheck_corrected` (fields changed after
adjudication).