What assets of the Bens Soft Pretzels store can be purchased upon termination?
Bens_Soft_Pretzels Franchise · 2025 FDDAnswer from 2025 FDD Document
B. Purchase Option. We have the right to purchase or designate a third party that will purchase all or any portion of the assets of your Store that are owned by you or any of your affiliates including, without limitation, the land, building, equipment, fixtures, signage, furnishings, supplies, leasehold improvements, and inventory of the Store at a price determined by a qualified appraiser (or qualified appraisers if one party believes it is better to have a real estate appraiser appraise the value of the land and building and a business appraiser appraise the Store's other assets) selected with the consent of both parties, provided we give you written notice of our preliminary intent to exercise our purchase rights under this Paragraph within 30 days after the date of the expiration or termination of this Agreement, or the expiration of any Interim Period. If the parties cannot agree upon the selection of an appraiser(s), one or both will be appointed by a Judge of the United States District Court for the District in which the Store is located upon petition of either party.
The price determined by the appraiser(s) will be the reasonable fair market value of the assets based on their continuing use in, as, and for the operation of a BEN'S SOFT PRETZELS Store and the appraiser will designate a price for each category of asset (e.g., land, building, equipment, fixtures, etc.), but shall not include the value of any goodwill of the business, as the goodwill of the business is attributable to the Trademarks and the System.
Source: Item 22 — CONTRACTS (FDD pages 46–47)
What This Means (2025 FDD)
According to Bens Soft Pretzels's 2025 Franchise Disclosure Document, upon termination of the franchise agreement, Bens Soft Pretzels has the option to purchase assets from the franchisee's store. These assets may include land, buildings, equipment, fixtures, signage, furnishings, supplies, leasehold improvements, and inventory. This purchase is not mandatory for Bens Soft Pretzels, but rather an option they can exercise.
The price for these assets will be determined by a qualified appraiser, or appraisers, agreed upon by both the franchisor and franchisee. If an agreement on the appraiser cannot be reached, a judge from the United States District Court for the district in which the store is located will appoint one or both appraisers. The determined price will reflect the fair market value of the assets, specifically considering their continued use in operating a Bens Soft Pretzels store.
However, the valuation explicitly excludes any consideration for the goodwill of the business, as the FDD states that the goodwill is attributable to the trademarks and the Bens Soft Pretzels system itself, which remain the property of the franchisor. The appraiser will provide a breakdown of the value for each category of asset, such as land, building, equipment, and fixtures, ensuring transparency in the valuation process. This process ensures that the franchisee receives fair compensation for tangible assets while protecting the franchisor's intellectual property and brand value.