Can the Best Brains Franchisor enforce provisions of the lease?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Landlord and Franchisee acknowledge that Franchisor (or its affiliate or a company with which the Franchisee or the Franchisor may merge or consolidate) is an intended third party beneficiary of the Lease and shall be entitled to enforce any provisions set forth herein benefiting Franchisor (or its affiliate or a company with which the Franchisee or the Franchisor may merge or consolidate), subject to the conditions set forth in this Rider.
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In addition to any prior written consent of the Landlord that may be required by the terms of the Lease: (a) the Lease may not be modified, amended, renewed or extended in any manner or assigned by the Franchisee without the Franchisor's prior written consent; (b) the Premises may not be altered or modified in any way without the Franchisor's prior written consent; and (c) the Premises may not be sublet, subdivided or used for any purpose other than for the operation of a Best Brains business without the Franchisor's prior written consent.
The Franchisee and Landlord acknowledge and agree that the Franchisor (or its affiliate or a company with which the Franchisee or the Franchisor may merge or consolidate) shall have no liability or obligation whatsoever under the Lease unless and until the Franchisor (or its affiliate or a company with which the Franchisee or the Franchisor may merge or consolidate) assumes the Lease in writing pursuant to Paragraphs 3, 4 or 5 above.
The Franchisor (or its affiliate or a company with which the Franchisee or the Franchisor may merge or consolidate) shall assume all of the Franchisee's obligations under the Lease from and after the date of assignment, but shall have no obligation to pay any delinquent rent or to cure any other default under the Lease that occurred or existed prior to the date of the assignment.
If the Franchisor (or its affiliate or a company with which the Franchisee or the Franchisor may merge or consolidate) assumes the Lease, as above provided, the Franchisor (or its affiliate or a company with which the Franchisee or the Franchisor may merge or consolidate) may further assign or sublet the Lease to another person or entity to operate the Best Brains business at the Premises, subject to Landlord's prior written consent which consent shall not be unreasonably withheld or delayed.
No such consent shall be required if the Lease is assigned or sublet to another Best Brains franchisee.
If the Franchise Agreement expires or is terminated during the Term of the Lease, Landlord shall be able to exercise its right to terminate the Lease and/or to exercise its other remedies under the Lease, unless the Lease is assumed by the Franchisor (or its affiliate or a company with which the Franchisee or the Franchisor may merge or consolidate) within thirty (30) days of the termination or expiration of the Franchise Agreement.
If the Lease expires or is terminated for any reason, the Franchisor may, upon prior written notice to Landlord, enter the Premises and remove any signs or other articles bearing any trade names, logos, trade-marks that are part of the System and de-identify the leased Premises as a Best Brains business (including, without limitation, removing any Best Brains trade dress features and/or fixtures), without legal process and without being guilty of trespass.
Landlord and the Franchisor may rely upon any notice from either of them regarding the status of the Lease or of the Franchise Agreement; they shall have no duty to perform any independent investigation to verify the Franchisee's rights under the Lease or the Franchise Agreement; and, the Franchisee agrees to indemnify and hold the Franchisor (and its affiliates and company with which the Franchisor may merge or consolidate) harmless from any and all claims, expenses and attorneys' fees
arising out of the Lease and the reliance upon the Franchisor's or Landlord's representations regarding the Franchisee's status, the status of the Franchisor or the status of the Franchise Agreement.
Source: Item 23 — RECEIPTS (FDD pages 42–190)
What This Means (2025 FDD)
According to the 2025 Best Brains Franchise Disclosure Document, the franchisor (or its affiliate or a company with which the franchisee or the franchisor may merge or consolidate) is an intended third-party beneficiary of the lease and can enforce provisions that benefit it, subject to conditions outlined in the Lease Rider.
The Best Brains franchisor's ability to enforce lease provisions is further detailed. The franchisee cannot modify, amend, renew, extend, or assign the lease without the franchisor's prior written consent. Similarly, alterations or modifications to the premises, subletting, subdividing, or using the premises for purposes other than operating a Best Brains business also require the franchisor's prior written consent.
However, the Best Brains franchisor has no liability or obligation under the lease unless it assumes the lease in writing. If the franchisor assumes the lease, it takes on all of the franchisee's obligations from the date of assignment but is not responsible for any prior rent delinquency or defaults. The franchisor can further assign or sublet the lease to another person or entity to operate the Best Brains business, subject to the landlord's consent, which cannot be unreasonably withheld, unless the assignment or sublease is to another Best Brains franchisee, in which case no consent is required.
If the Franchise Agreement expires or is terminated, the landlord can terminate the lease unless the Best Brains franchisor assumes the lease within 30 days. If the lease expires or is terminated, the franchisor can enter the premises to remove signs and de-identify it as a Best Brains business. Both the landlord and franchisor can rely on notices from each other regarding the lease or Franchise Agreement status without independent verification, and the franchisee must indemnify the franchisor against claims arising from reliance on representations regarding the franchisee's, franchisor's, or Franchise Agreement's status.