If there is a conflict between the lease and the addendum, which terms govern the Bhc franchise?

According to Bhc's 2025 Franchise Disclosure Document, in the event of a conflict between the lease and the addendum, the terms set forth in the addendum will govern. Furthermore, if there is a conflict between notices provided to the landlord by the tenant (franchisee) and Bhc, the notices from Bhc will take precedence. This clause is designed to protect Bhc's interests and ensure consistency in how the franchise is operated, even when a franchisee is managing the location lease.

This provision is included in the addendum to the lease agreement, which Bhc requires franchisees and their landlords to execute. The addendum also grants Bhc the option to assume the franchisee's position as lessee if the franchisee materially breaches the lease or the franchise agreement. It also allows Bhc to assign the lease to another franchisee and requires the landlord to cooperate with Bhc in de-identifying the premises as a Bhc restaurant if the agreement is terminated and Bhc does not assume the lease.

For a prospective Bhc franchisee, this means that the addendum to the lease is a critical document that supersedes conflicting terms in the original lease. Franchisees should carefully review the addendum with their landlord and legal counsel to fully understand its implications. The franchisee should also be aware that Bhc's notices to the landlord will prevail over the franchisee's notices in case of a conflict, giving Bhc a direct line of communication and control over lease-related matters.