Can a Bens Soft Pretzels franchisee obligate the franchisor?
Bens_Soft_Pretzels Franchise · 2025 FDDAnswer from 2025 FDD Document
We and our affiliates retain all rights that are not expressly granted to you under this Agreement. Further, we and our affiliates may, among other things, on any terms and conditions we deem advisable, without compensation to any franchisee, and without granting you any rights therein:
- (i) establish and/or license others to establish franchised or company-owned or affiliate-owned Stores at any location, regardless of the proximity of such stores to your Designated Area;
- (ii) merge with, acquire or become associated with ("Merger/Acquisition Activity") any businesses or stores of any kind (including those in competition with BEN'S SOFT PRETZELS) under other systems and/or marks, which businesses and stores may convert to or operate under the Trademarks and may offer or sell menu items, products and services that are the same as or similar to the Menu Items offered at or from the Store, and which may be located anywhere; and
- (iii) sell and distribute for ourselves and/or license others to sell and distribute through franchised businesses or any other method of distribution menu items the same as or different from the Menu Items offered under the System, and which are offered and distributed under marks different than the Trademarks.
Source: Item 22 — CONTRACTS (FDD pages 46–47)
What This Means (2025 FDD)
Based on the 2025 Bens Soft Pretzels Franchise Disclosure Document, the franchisee cannot obligate the franchisor. The franchise agreement is between Ben's Soft Pretzels Franchising Corporation and the franchisee, outlining the rights and obligations of both parties. The franchisor retains rights not expressly granted to the franchisee and can establish stores, engage in mergers/acquisitions, and sell/distribute items through various channels without compensating the franchisee.
Specifically, the FDD details the franchisor's rights to establish franchised or company-owned stores at any location, regardless of proximity to the franchisee's designated area. They can also merge with or acquire other businesses, even those in competition with Bens Soft Pretzels, and sell products through various distribution channels without compensating the franchisee. This indicates that the franchisee's actions cannot force the franchisor into obligations not already defined in the franchise agreement.
This structure is typical in franchising, where the franchisor maintains control over brand development, distribution, and overall business strategy. A prospective Bens Soft Pretzels franchisee should understand that their rights are limited to those explicitly granted in the franchise agreement, and they cannot unilaterally obligate the franchisor in any way that goes beyond the contractual terms. This ensures the franchisor can maintain consistency and control across the franchise system.