In the event of conflicting notices from the Tenant and Bhc Franchisor, whose notices prevail?

According to Bhc's 2025 Franchise Disclosure Document, in the event that the landlord receives conflicting notices from the tenant (the franchisee) and Bhc, the notice from Bhc will take precedence. This is detailed in Item 23, which outlines the relationship between Bhc, the franchisee, and the landlord, particularly through an addendum to the lease agreement. This clause ensures that Bhc maintains a degree of control and influence over the leased premises, even though the franchisee is the tenant.

For a prospective Bhc franchisee, this means that in any communication with the landlord regarding the property, Bhc's directives will be considered the authoritative ones. This could cover a range of issues, such as lease modifications, maintenance requests, or compliance matters. While the franchisee has a direct relationship with the landlord as the tenant, Bhc's overarching interest in protecting its brand and operational standards means its instructions to the landlord will be prioritized.

This provision is designed to protect Bhc's interests and ensure uniformity across its franchise locations. It also implies that Bhc will likely be involved in key communications and negotiations between the franchisee and the landlord. While this may seem like an additional layer of oversight for the franchisee, it also provides a level of support and guidance in managing the landlord relationship. Franchisees should ensure they understand the implications of this clause and maintain open communication with Bhc regarding any issues with the leased premises.