Under what circumstances does the Best Brains franchisor assume the franchisee's lease obligations?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
ragraph 1 of this Rider, the Franchisee shall, if requested by the Franchisor, assign to the Franchisor (or its affiliate or to a company with which the Franchisee or the Franchisor may merge or consolidate), and Landlord hereby irrevocably and unconditionally consents to such assignment, all of the Franchisee's rights, title, and interest to and under the Lease upon (i) any termination of the Lease or the Franchise Agreement or (ii) if no subsequent Franchise Agreement is executed; but no such assignment shall be effective unless: (a) the Franchise Agreement is terminated or expires without execution of a renewal Franchise Agreement; and (b) the Franchisor (or its affiliate or a company with
which the Franchisee or the Franchisor may merge or consolidate), notifies the Franchisee and Landlord in writing that it assumes the Franchisee's obligations under the Lease.
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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.
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- 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.
Source: Item 23 — RECEIPTS (FDD pages 42–190)
What This Means (2025 FDD)
According to Best Brains' 2025 Franchise Disclosure Document, Best Brains (or an affiliate or a company with which Best Brains may merge or consolidate) has the option to assume a franchisee's lease under certain conditions. Specifically, Best Brains can assume the lease if the Franchise Agreement expires or is terminated during the lease term, provided they do so within thirty days of the termination or expiration. Additionally, Best Brains has the right, but not the obligation, to enter the premises to cure any breach of the lease, and if stated in the notice, to succeed to the franchisee's rights, title, and interests thereunder.
If Best Brains chooses to assume the lease, they must notify both the franchisee and the landlord in writing. Upon assuming the lease, Best Brains takes on all of the franchisee's obligations from the date of assignment forward. However, Best Brains is not responsible for any unpaid rent or defaults that occurred before the assignment date. This provides a safety net for the landlord, ensuring the premises remain occupied and the lease obligations are met, while also giving Best Brains control over the location if the franchisee exits the business.
Furthermore, if Best Brains assumes the lease, they have the right to further assign or sublet the lease to another party to operate the Best Brains business at the premises. The landlord's prior written consent is required for such assignments or subleases, but this consent cannot be unreasonably withheld or delayed. However, no consent is required if the lease is assigned or sublet to another Best Brains franchisee. This clause allows Best Brains flexibility in managing the location and ensuring continued operation of a Best Brains center, even if the original franchisee is no longer involved.