Does the Best Brains franchisor have an obligation to cure any breach of the lease?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
-
- The Franchisor shall have the right, but not the obligation, upon giving prior written notice of its election to the Franchisee and Landlord, to enter the Premises to cure any breach of the Lease, and if so stated in the notice, to also succeed to the Franchisee's rights, title, and interests thereunder.
-
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.
Source: Item 23 — RECEIPTS (FDD pages 42–190)
What This Means (2025 FDD)
According to Best Brains' 2025 Franchise Disclosure Document, the franchisor does not have an obligation to cure any breach of the lease. However, Best Brains has the right to enter the premises to cure any breach, but it is not obligated to do so. To exercise this right, Best Brains must provide prior written notice of its election to both the franchisee and the landlord. If Best Brains chooses to cure the breach, the notice can also state that Best Brains will succeed to the franchisee's rights, title, and interests under the lease.
Furthermore, the Best Brains franchisor has no liability or obligation under the lease unless it assumes the lease in writing. If Best Brains assumes the lease, it assumes all of the franchisee's obligations from the date of assignment forward. However, Best Brains is not required to pay any delinquent rent or cure any default under the lease that occurred before the date of the assignment.
This arrangement provides Best Brains with the flexibility to step in and protect its brand and location without being automatically burdened with existing liabilities. For a potential franchisee, this means that the responsibility for maintaining the lease in good standing rests solely with them unless Best Brains chooses to intervene and assume the lease, which it may do to preserve the location for another franchisee or for its own purposes.