Does the Best Brains franchisor have any obligation under the lease before formally assuming it?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
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 has no liability or obligation under the lease until it formally assumes the lease in writing. This means that Best Brains is not responsible for any lease-related issues or liabilities of the franchisee unless and until Best Brains decides to take over the lease. This protects Best Brains from being held accountable for a franchisee's lease obligations before assuming the lease.
If Best Brains does assume the lease, it assumes all of the franchisee's obligations from the date of assignment forward. However, Best Brains is not obligated to cover any outstanding rent or resolve any defaults that occurred before the assignment date. This clarifies that Best Brains' responsibility begins only upon assumption of the lease and does not extend to prior issues.
This arrangement provides a level of security for Best Brains, limiting their financial exposure related to the lease. For a prospective franchisee, this means they are solely responsible for the lease until Best Brains formally assumes it, if ever. Franchisees should ensure they fully understand their lease obligations and maintain a good relationship with the landlord to avoid any defaults that could affect their business and potentially trigger the franchisor's intervention.