What representation does 7 Brew require regarding the franchisee's execution and delivery of the Franchise Agreement and related agreements?
7_Brew Franchise · 2025 FDDAnswer from 2025 FDD Document
As a corporation, limited liability company, or general, limited, or limited liability partnership (each, an "Entity"), you agree and represent that:
- (1) You have the authority to execute, deliver, and perform your obligations under this Agreement and all related agreements and are duly organized or formed and validly exist in good standing under the laws of the state of your incorporation or formation;
- (2) Your organizational documents, operating agreement, or partnership agreement, as applicable, will at our request recite that this Agreement restricts the issuance and transfer of any direct or indirect ownership interests in you, and all certificates and other documents representing ownership interests in you will at our request bear a legend (the wording of which we may prescribe) referring to this Agreement's restrictions;
- (3) Your organizational documents, operating agreement, or partnership agreement, as applicable, will at our request contain a provision requiring any dissenting or non-voting interest-holders to execute all documents necessary to effectuate any action that is properly authorized under the organizational documents, operating agreement, or partnership agreement, as applicable;
- (4) Exhibit B to this Agreement completely and accurately describes all of your owners and their interests (direct or indirect) in you as of the Effective Date;
- (5) Your (and your owners') execution and delivery of this Agreement and any related agreement with us (or our affiliates), and performance of your (and their) obligations under this Agreement and such other related agreements, (a) have not violated and will not violate any other agreement or commitment to which you (or they) are a party or by which you (or they) are otherwise bound, and (b) have not violated and will not violate the rights of, or duties owed to, any third party; and
- (6) You may not use any Mark (in whole or in part) in, or as part of, your legal business name or email address (unless we have provided you that email address) or use any name that is the same as or similar to, or an acronym or abbreviation of, the 7 BREW name (although you may register the "assumed name" or "doing business as" name "7 BREW" in the jurisdictions where you are formed and qualify to do business).
Source: Item 22 — CONTRACTS (FDD pages 82–83)
What This Means (2025 FDD)
According to 7 Brew's 2025 Franchise Disclosure Document, if the franchisee is a corporation, limited liability company, or partnership, they must agree and represent that they have the authority to execute, deliver, and perform their obligations under the Franchise Agreement and all related agreements. They also confirm that they are duly organized or formed and validly exist in good standing under the laws of their state of incorporation or formation.
7 Brew also requires that the franchisee's organizational documents, operating agreement, or partnership agreement, at 7 Brew's request, state that the Franchise Agreement restricts the issuance and transfer of any direct or indirect ownership interests in the franchisee. Additionally, all certificates and other documents representing ownership interests must bear a legend referring to the agreement's restrictions, if requested by 7 Brew. These documents should also contain a provision requiring any dissenting or non-voting interest-holders to execute all documents necessary to effectuate any action that is properly authorized under the organizational documents.
Furthermore, the franchisee must represent that Exhibit B to the Franchise Agreement completely and accurately describes all of the franchisee's owners and their interests as of the effective date. The franchisee (and their owners) must also represent that their execution and delivery of the Franchise Agreement and any related agreements, and their performance of obligations under these agreements, do not and will not violate any other agreement or commitment to which they are a party or by which they are bound, nor violate the rights of or duties owed to any third party. Finally, the franchisee cannot use any 7 Brew mark in their legal business name or email address, or use any name that is the same as or similar to the 7 Brew name.