What constitutes a material misrepresentation or omission by the Bft Developer that could lead to immediate termination?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
(f) A Restricted Party fails to comply with the Noncompetition Restrictions set forth in Article 6 herein;
(g) Developer or its owners make an unauthorized direct or indirect Transfer or attempted or purported Transfer; or
(h) Developer commits or suffers a default of: (i) a provision of this Agreement within six (6) months following a previous violation of the same provision, or (ii) its obligations under this Agreement on three (3) or more separate occasions within any 12-consecutive-month period, in either case regardless of whether Franchisor notifies Developer of the defaults or the defaults are subsequently cured.
(2) Termination with Cure Opportunity.
Franchisor may terminate this Agreement and all rights granted hereunder, effective immediately on delivery of written notice, if:
(a) Developer fails to obtain Franchisor's prior written approval or consent any time such approval or consent is required by this Agreement, fails to comply with any provision of this Agreement in respect of which Franchisor is not authorized, under Section 8.A(1) above, to terminate immediately, or fails to act in good faith in carrying out the terms of this Agreement and, in any case, does not correct such failure within 30 days after delivery of Franchisor's written notice of such failure; or
(b) Developer or its affiliates fail to pay when due any amount owing to Franchisor or its affiliates under this Agreement or any other agreement and does not correct such failure within 10 days after delivery of Franchisor's written notice.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 57–66)
What This Means (2025 FDD)
Based on the 2025 FDD, Bft can terminate the Multi-Unit Agreement with the Developer immediately if the Developer or its owners make an unauthorized direct or indirect Transfer or attempted or purported Transfer. Additionally, immediate termination can occur if a Restricted Party fails to comply with the Noncompetition Restrictions outlined in Article 6 of the agreement.
Bft can also terminate the agreement immediately if the Developer defaults on a provision of the agreement within six months of a previous violation of the same provision, or defaults on obligations under the agreement on three or more separate occasions within any 12-consecutive-month period. This applies regardless of whether Bft notifies the Developer of the defaults or whether the defaults are subsequently corrected.
Furthermore, the FDD specifies conditions for termination with a cure opportunity. Bft may terminate the agreement if the Developer fails to obtain prior written approval or consent when required, fails to comply with any provision of the agreement for which immediate termination is not authorized, or fails to act in good faith in carrying out the terms of the agreement. In these cases, the Developer has 30 days after written notice to correct the failure. Similarly, Bft can terminate the agreement if the Developer or its affiliates fail to pay any amount owing to Bft or its affiliates when due, and this failure is not corrected within 10 days after written notice.