If a Bens Soft Pretzels subtenant breaches the Franchise Agreement, how does that affect the sublease?
Bens_Soft_Pretzels Franchise · 2025 FDDAnswer from 2025 FDD Document
3.1 Use. The Premises shall be used and occupied only for the purpose of operating a Ben's Soft Pretzels store pursuant to the terms and provisions of the Franchise Agreement.
- 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.
- 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)
Based on the 2025 Bens Soft Pretzels Franchise Disclosure Document, the sublease agreement explicitly states that the premises must be used only to operate a Bens Soft Pretzels store, adhering to the Franchise Agreement's terms. This is highlighted in Section 3.1 of the sublease, emphasizing the interconnectedness of the sublease and franchise agreement. Furthermore, Section 2.1 states that the subtenant's right to quiet enjoyment of the premises is contingent upon compliance with the terms of the sublease, the lease, and the Franchise Agreement. Therefore, a breach of the Franchise Agreement by the subtenant directly impacts the sublease.
Section 1.1 incorporates every provision of the lease into the sublease, and Section 1.2 makes the sublease subject to the original lease. Section 1.3 further clarifies that the subtenant assumes all obligations of the sublessor under the original lease. This means that any failure to comply with the Franchise Agreement, which governs the operation of the Bens Soft Pretzels store, could be construed as a breach of the sublease, potentially leading to remedies available to the sublessor (Bens Soft Pretzels LLC). These remedies could include termination of the sublease and eviction from the premises, as the sublessor retains all rights of the lessor as described in the lease.
In practical terms, if a Bens Soft Pretzels subtenant fails to meet the standards and obligations set forth in the Franchise Agreement, such as operational requirements, quality control, or brand standards, this failure not only jeopardizes their franchise but also their right to occupy the premises under the sublease. The sublessor has the right to enforce the terms of both the sublease and the incorporated lease, ensuring that the Bens Soft Pretzels store operates in accordance with the established standards. This interconnectedness protects the integrity of the Bens Soft Pretzels brand and the interests of the sublessor.