Everyone knows that feeling when you finish writing something,
send it out into the world, and then suddenly notice a
typographical error. With today's automated spelling and
grammar checks, the error is usually the benign substitution of one
word for another – "has" instead of
"had," for example. When the substitution is one party
for another in a contract, however, completely changing rights and
responsibilities, the error is not so benign. Just ask WOW Cafe and
Wingery Franchising Account, L.L.C. ("WOW").
The contract in question was an Area Development Agreement
("ADA") executed in 2007 between WOW and Spencer
Franchise Services of Georgia, Inc. ("Spencer"), whereby
Spencer was granted exclusive right and option to "establish,
operate, and/or provide guidance to multiple WOW Cafe Franchise
businesses" in all but two counties in Georgia. Under the ADA,
Spencer was the "Developer" and WOW the
"Franchisor." Everything went wonderfully until, in 2011,
the
