Does the Bens Soft Pretzels sublease define 'successors and assigns'?
Bens_Soft_Pretzels Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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.
Source: Item 22 — CONTRACTS (FDD pages 46–47)
What This Means (2025 FDD)
According to the 2025 Bens Soft Pretzels Franchise Disclosure Document, the term 'successors and assigns' is used within the context of the sublease agreement. Specifically, the sublease agreement requires the subtenant (franchisee) to indemnify and save the sublessor (Ben's Soft Pretzels LLC), its successors, and assigns harmless from any liability related to the lease after the sublease date. This means that the franchisee is responsible for protecting Ben's Soft Pretzels and anyone who takes over their rights or responsibilities from any legal claims or liabilities arising from the lease.
This clause is important for a prospective franchisee because it clarifies their responsibility to cover any lease-related liabilities, even if the Ben's Soft Pretzels ownership or management changes. The franchisee's obligation to indemnify extends not only to the current sublessor but also to any future successors or assigns. This ensures that the franchisee remains liable under the lease terms, regardless of changes in the sublessor's business structure.
While the FDD mentions 'successors and assigns' in the context of indemnification, it does not provide a specific definition of the term within the sublease agreement. A franchisee should seek clarification from Bens Soft Pretzels regarding the precise legal meaning of 'successors and assigns' to fully understand the scope of their indemnification responsibilities. Understanding this term is crucial for assessing the potential long-term liabilities associated with the sublease.