Does the owner represent that they have the legal right to enter into the agreement with the Manufacturer for a 7 Brew unit?
7_Brew Franchise · 2025 FDDAnswer from 2025 FDD Document
Owner shall be an additional loss payee with respect to any such policies of insurance applicable to the Unit.
(b) Owner hereby represents to Manufacturer that:
(i) Owner has the full legal right, power, and authority to enter into this Agreement.
(ii) This Agreement is the legal, valid, and binding obligation of Owner, enforceable against Owner in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws of general application or by general principles of equity.
(iii) The signing and delivery of this Agreement by Owner and the performance by Owner of all of Owner's obligations under this Agreement will not breach any agreement to which Owner is a party, or give any person the right to accelerate any obligation of Owner; violate any law, judgment, or order to which Owner is subject; or require the consent, authorization, or approval of any person, including but not limited to any governmental body.
(iv) Owner acknowledges that it has entered into agreements with an affiliate of Manufacturer named Brew Culture Franchise, LLC, a Wyoming limited liability company ("Brew Culture Franchise"), relating to the operation of a "7 Brew Drive-Thru Coffee" store.
The Unit purchased hereunder shall be used in connection with the operation of such "7 Brew Drive-Thru Coffee" store and in strict compliance with such agreements by and between Owner and Brew Culture Franchise.
Owner further agrees that Owner has been provided a list of certain additional manufacturers that are capable of constructing a unit that is identical to the Unit purchased hereunder and that Owner has reviewed its responsibilities (including, for the avoidance of doubt, timelines regarding the opening of any "7 Brew Drive-Thru Coffee" store to be opened by Owner) with Brew Culture Franchise and independently chosen Manufacturer to construct the Unit and independently ensured that the Completion Date will enable Owner to satisfy any of its obligations to Brew Culture Franchise under any such agreements that exist by and between Owner and Brew Culture Franchise.
Source: Item 23 — RECEIPTS (FDD pages 83–279)
What This Means (2025 FDD)
According to 7 Brew's 2025 Franchise Disclosure Document, the owner does indeed represent to the manufacturer that they possess the full legal right, power, and authority to enter into the agreement. This representation is a standard legal assurance, confirming that the owner is not restricted by any existing agreements, laws, judgments, or orders that would prevent them from fulfilling their obligations under the agreement. This also confirms that the owner does not require consent, authorization, or approval from any third party or governmental body to enter into the agreement. This representation is crucial for the manufacturer as it provides assurance that the agreement is legally sound and enforceable.
Furthermore, the owner's representation includes an acknowledgment that they have entered into agreements with Brew Culture Franchise, LLC, an affiliate of the manufacturer, related to the operation of a "7 Brew Drive-Thru Coffee" store. The unit purchased under the agreement must be used in strict compliance with these existing agreements between the owner and Brew Culture Franchise. This clause ensures that the purchased unit is integrated into the 7 Brew system and operated according to the established standards and guidelines.
Additionally, the owner confirms that they have been provided with a list of alternative manufacturers capable of constructing an identical unit and that they have independently reviewed their responsibilities with Brew Culture Franchise. The owner also confirms that they have independently chosen the manufacturer to construct the unit and ensured that the completion date aligns with their obligations to Brew Culture Franchise. This clause emphasizes the owner's responsibility in selecting the manufacturer and ensuring timely completion to meet their franchise obligations. This independent verification and acknowledgment are important for the manufacturer, as it reduces the risk of disputes related to the unit's construction and timeline.