Under the Bft franchise agreement, are Franchisor's affiliates parties to the agreement?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
This Franchise Agreement (this "Agreement") is made effective as of the Effective Date by and between BFT FRANCHISE SPV, LLC, a Delaware limited liability company with its principal business address at 17877 Von Karman Ave., Suite 100 Irvine, CA 92614 ("Franchisor"), and the person or entity identified as the "Franchisee" in the signature blocks below ("Franchisee," and together with Franchisor, the "Parties"). The Effective Date is the date Franchisor signs this Agreement as shown beneath its signature hereto.
RECITALS
Franchisor owns, administers and grants franchises for a system of fitness studios that (a) offer and sell specialized instruction and related services ("Approved Services") and merchandise and other products ("Approved Products"), (b) are currently identified by the trademark "BFT" and related designs and use other related trademarks and service marks designated from time to time by Franchisor (the "Marks"), (c) reflect distinctive interior design and display procedures, and color scheme and décor (the "Trade Dress"), and (d) operate using a designated "System" which includes the Marks, Trade Dress and certain of Franchisor's other intellectual property including trade secrets, copyrights, confidential and proprietary information, and designated training and exercise methods and know-how, fitness equipment, furniture and fixtures, marketing, advertising and sales promotions, cost controls, accounting and reporting procedures, and personnel management systems (each, a "BFT Studio" and collectively, the "BFT Studios").
Franchisee has requested that Franchisor grant it a franchise to own and operate a BFT Studio and, to support its request, has provided Franchisor with certain information about its experience, skills and resources (the "Application Materials"). Franchisee has independently investigated the business contemplated by this Agreement and recognizes that the nature of the business may change over time.
Franchisor is willing to grant Franchisee's request on the terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of and reliance on the foregoing Recitals (which are incorporated herein by reference), the agreements described below, and other valuable consideration, receipt and sufficiency of which are acknowledged, the Parties agree as follows:
Source: Item 23 — RECEIPTS (FDD pages 79–265)
What This Means (2025 FDD)
According to the 2025 Bft Franchise Disclosure Document, the franchise agreement is made between BFT FRANCHISE SPV, LLC, referred to as "Franchisor," and the franchisee. While the agreement itself is between the franchisor and franchisee, Bft's affiliates are referenced in the document in several contexts, implying their involvement in certain aspects of the franchise relationship.
Specifically, Bft reserves certain rights for itself and its affiliates, such as the right to operate or license others to operate Bft Studios outside the franchisee's designated territory. Additionally, Bft and its affiliates have no liability to the franchisee and its affiliates for any errors or omissions from the confidential information provided. In the event of an assignment of the Lease to Franchisor, Franchisor may further assign this Lease, subject to Landlord's consent, to a duly authorized franchisee of Franchisor.
Furthermore, when a franchisee seeks a successor franchise agreement, they must execute a general release that covers claims against Bft and its affiliates. These references suggest that while Bft's affiliates are not direct parties to the franchise agreement, they have certain rights, protections, and involvement in the broader franchise system, which could impact a franchisee's operations and relationship with the overall Bft brand.