Does the Bens Soft Pretzels Sublease cover rights and obligations between parties other than those directly involved?
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.
Source: Item 22 — CONTRACTS (FDD pages 46–47)
What This Means (2025 FDD)
According to the 2025 Bens Soft Pretzels Franchise Disclosure Document, the Sublease agreement does address the rights and obligations of parties beyond just the Sublessor (Ben's Soft Pretzels LLC) and the Subtenant (the franchisee). Specifically, it incorporates the original Lease agreement between the Sublessor and the Lessor, making the Subtenant subject to the terms of that original lease.
The Subtenant assumes the duties of the Sublessor under the original lease, except for rent payments which are made to the Sublessor. The Subtenant also agrees to indemnify the Sublessor against any liability related to the original Lease. Furthermore, the Sublessor retains all the rights of the Lessor as described in the original Lease, relative to the Subtenant. This means the franchisee's rights and obligations are affected not only by the Sublease but also by the original Lease agreement between Ben's Soft Pretzels and the property owner.
This arrangement is fairly common in franchising, where the franchisor subleases the premises to the franchisee. It's crucial for a prospective Bens Soft Pretzels franchisee to carefully review both the Sublease and the incorporated Lease agreement to fully understand their rights and obligations, as breaches in the original Lease by the Lessor are the responsibility of that Lessor and not the Sublessor. The franchisee should pay close attention to the terms of the original lease, as they will be bound by them.