Under the Bft franchise agreement, can a Developer seek recourse from Franchisor's affiliates for performance under the agreement?

According to Bft's 2025 Franchise Disclosure Document, a Developer (franchisee) specifically agrees to seek performance under the Multi-Unit Agreement only from Bft Franchising SPV, LLC, the Franchisor. The agreement explicitly states that Bft's affiliates are not parties to the agreement and have no obligations under it. Therefore, the Developer cannot seek recourse from Bft's affiliates for performance under the agreement.

This provision protects Bft's affiliates from being held liable for the franchisor's obligations under the agreement. It clarifies that the franchisee's contractual relationship is solely with the franchisor, Bft Franchise SPV, LLC, and not with any related entities. This is a common practice in franchising, as franchisors often have multiple affiliated companies, and they want to limit liability to the specific entity that is granting the franchise.

Furthermore, the agreement specifies that the members, managers, owners, directors, officers, employees, and agents of Bft and its affiliates are not personally liable or able to be named as a party in any action between Bft or its affiliates and the Developer or its affiliates or their respective owners. This further shields individuals associated with the franchisor and its affiliates from personal liability related to the franchise agreement. This type of clause is intended to prevent franchisees from pursuing legal action against individuals connected to the franchise system.

Prospective Bft franchisees should understand that they are entering into an agreement with a specific legal entity (Bft Franchise SPV, LLC) and that their recourse for any issues related to the agreement is limited to that entity. They cannot pursue claims against affiliated companies or individuals associated with Bft. This limitation of liability is a significant factor to consider when evaluating the franchise opportunity.