What is the effect of the Benjamin Franklin Plumbing agreement on successors and assigns?
Benjamin_Franklin_Plumbing Franchise · 2025 FDDAnswer from 2025 FDD Document
As an inducement to Benjamin Franklin Franchising SPE LLC ("Franchisor") to sign a Franchise Agreement (the "Agreement") with ("Franchisee"), the undersigned individuals (collectively, the "Guarantors"), jointly and severally, unconditionally guarantee to Franchisor, its affiliates, and their successors and assigns (collectively, the "Franchisor Group") that all of Franchisee's obligations under the Agreement and under other agreements or arrangements between Franchisee and the Franchisor Group will be punctually paid and performed.
This Agreement will inure to the benefit of and be binding upon UWIN, Contractor and their respective heirs, legal representatives, successors and permitted assigns.
We have the right to transfer or assign all or any portion of our rights or obligations under this Agreement to any person or legal entity including the operator of a competing franchise system. The assignee will expressly assume our obligations and become solely responsible for them from the effective date of assignment.
Source: Item 23 — RECEIPTS (FDD pages 88–312)
What This Means (2025 FDD)
According to the 2025 Franchise Disclosure Document, the Benjamin Franklin Plumbing franchise agreement impacts successors and assigns in several ways. Specifically, the personal guarantee provided by the franchisee's guarantors extends to Benjamin Franklin Plumbing, its affiliates, and their successors and assigns, ensuring that the franchisee's obligations are met. This means that if Benjamin Franklin Plumbing is acquired or undergoes a similar change, the personal guarantees remain in effect, protecting the new entity.
Additionally, the UWIN Participation Agreement, which franchisees may enter into, specifies that the agreement benefits and binds UWIN, the contractor (franchisee), and their respective heirs, legal representatives, successors, and permitted assigns. This ensures continuity of the UWIN program's terms even if the franchisee's business changes hands or undergoes restructuring. However, the agreement also clarifies that, except as expressly provided, it is exclusively for the benefit of the parties involved and does not confer benefits or liabilities to third parties.
Benjamin Franklin Plumbing retains the right to transfer or assign its rights and obligations under the Franchise Agreement to any person or legal entity, including operators of competing franchise systems. In such cases, the assignee expressly assumes Benjamin Franklin Plumbing’s obligations and becomes solely responsible for them from the effective date of the assignment. This allows Benjamin Franklin Plumbing flexibility in its business operations without affecting the franchisee's obligations under the agreement.