Does the Bens Soft Pretzels Sublease intend to amend the original Lease agreement?
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 FDD, the Sublease agreement does not directly amend the original Lease agreement. Instead, the Sublease incorporates each and every provision of the original Lease in its entirety, as if fully set forth within the Sublease. This means the franchisee (Subtenant) is subject to all the conditions and obligations of the original Lease, with the exception that rent and other payments are made to Bens Soft Pretzels LLC (Sublessor) rather than the original Lessor.
This arrangement means that the franchisee must comply with both the Sublease and the original Lease terms. Bens Soft Pretzels, as the Sublessor, retains all the rights of the Lessor as described in the original Lease. The franchisee's right to operate a Bens Soft Pretzels store at the premises is contingent upon compliance with the Sublease, the original Lease, and the Franchise Agreement.
Prospective franchisees should carefully review the original Lease agreement (Exhibit A) in addition to the Sublease, to fully understand their obligations and the rights of both Bens Soft Pretzels and the original Lessor. Any failure to comply with the terms of the original Lease could result in a breach of the Sublease and potential termination of the franchise agreement. The franchisee is responsible for performing all duties of the Sublessor under the original Lease and must indemnify Bens Soft Pretzels against any liability related to the Lease from the date of the Sublease.