In the event of a default, can the sublessor terminate the sublease agreement with Bens Soft Pretzels?
Bens_Soft_Pretzels Franchise · 2025 FDDAnswer from 2025 FDD Document
1. SUBLEASE
- 1.1 Incorporation of Lease. Each and every provision of the Lease, be and hereby are incorporated herein in their entirety as if fully set forth herein.
- 1.2 Sublease Subject to Lease. This Sublease is subject to the Lease. Subtenant shall look only to Lessor and not to Sublessor for remedies of any breaches in the Lease by Lessor. Sublessor shall have no liability whatever for any breach by Lessor affecting Subtenant.
- 1.3 Subtenant's Assumption of Duties under the Lease. Subtenant agrees that as of the date of this Sublease to assume, be subject to and to perform each and every condition and obligation to be performed by Sublessor under the provisions of the Lease or to which Sublessor is subject thereunder, except that all rent and other amounts payable to Lessor under the Lease shall be paid to Sublessor in accordance with Section 2.3 hereof. Subtenant does further agree to indemnify and save Sublessor, its successors and assigns, harmless from and against any and all liability under or related to the Lease from and after said date.
- 1.4 Sublessor Has Rights of Lessor. It is further agreed, that as to Subtenant, Sublessor shall have all rights of Lessor as described in the Lease and all rights granted to Sublessor herein.
2. DEMISE, TERM AND RENT
- 2.1 Demise of Premises. Sublessor hereby subleases the Premises to Subtenant solely for the purpose of operating a Ben's Soft Pretzels store pursuant to the terms and provisions of the Franchise Agreement and agrees that so long as Subtenant is in compliance with the terms hereof, of the Lease, and of the Franchise Agreement Subtenant shall have the right to quiet enjoyment of the Premises without hinderance or molestation by Sublessor.
Source: Item 22 — CONTRACTS (FDD pages 46–47)
What This Means (2025 FDD)
The 2025 Franchise Disclosure Document does not explicitly state the conditions under which the sublessor can terminate the sublease agreement with Ben's Soft Pretzels in the event of a default by the subtenant. However, the sublease agreement is subject to the original lease, and Ben's Soft Pretzels as the sublessor has all rights of the lessor as described in the lease.
The document mentions that the subtenant must adhere to the terms of the sublease, the lease, and the franchise agreement to maintain quiet enjoyment of the premises. It also states that a breach of the lease can result in the cancellation of the lease. Additionally, if the franchisee loses the right to occupy the store premises due to the cancellation of their lease because of their breach, they do not have the right to relocate. The termination or cancellation of the lease due to a breach is grounds for immediate termination under subparagraph 13.B.2.
To fully understand the conditions that could lead to termination of the sublease, a prospective Ben's Soft Pretzels franchisee should review the full sublease agreement, including the incorporated lease, and clarify with the franchisor the specific default scenarios that would allow the sublessor to terminate the agreement. It would also be prudent to understand what remedies are available to both the sublessor and subtenant in the event of a default.