Who can Bens Soft Pretzels designate to purchase the assets of a terminated franchise?
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 the 2025 FDD, Bens Soft Pretzels has the right to either purchase the assets of a franchisee's store upon termination or expiration of the franchise agreement, or to designate a third party to do so. This purchase option applies to all or any portion of the store's assets, including land, building, equipment, fixtures, signage, furnishings, supplies, leasehold improvements, and inventory.
The price for these assets will be determined by a qualified appraiser selected with the consent of both Bens Soft Pretzels and the franchisee. If they cannot agree on an appraiser, a judge from the United States District Court for the district in which the store is located will appoint one. Bens Soft Pretzels must provide written notice of their intent to exercise this purchase right within 30 days after the termination or expiration of the agreement.
The appraiser will determine the reasonable fair market value of the assets based on their continuing use as a Bens Soft Pretzels store, designating a price for each asset category. However, the appraisal will not include the value of any goodwill, as that is attributed to the Bens Soft Pretzels trademarks and system. This ensures that the franchisee is compensated for the tangible assets of the store, while Bens Soft Pretzels retains the value of its brand and system.