Does the landlord's acknowledgement in the addendum create any duties, obligations, or liability against Bhc before the lease is assigned to and accepted by Bhc?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
- B.
Landlord further acknowledges that Tenant is not an agent or employee of Franchisor and the Tenant has no authority or power to act for, or to create any liability on behalf of, or to in any way bind Franchisor or any affiliate of Franchisor, and that Landlord has entered into this Addendum to Lease with full understanding that it creates no duties, obligations or liability of or against Franchisor or any affiliate of Franchisor, unless and until the Lease is assigned to, and accepted in writing by, Franchisor.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, the landlord's acknowledgement in the addendum to the lease does not create any duties, obligations, or liability against Bhc or its affiliates unless and until the lease is assigned to and accepted in writing by Bhc. This is explicitly stated in the addendum to lease that the franchisee and landlord will be required to execute. This addendum ensures that the landlord understands the relationship between the tenant (franchisee) and Bhc.
Specifically, the landlord acknowledges that the franchisee is not an agent or employee of Bhc and has no authority to bind Bhc in any way. The landlord's agreement to the addendum confirms their understanding that Bhc bears no responsibility until the lease is formally assigned to and accepted by them. This protects Bhc from potential liabilities arising from the franchisee's actions or the lease agreement itself before Bhc assumes the lease.
This provision is a standard practice in franchising, designed to protect the franchisor from being held liable for the franchisee's obligations before the franchisor has officially taken over the lease. It clarifies the roles and responsibilities of each party involved: the landlord, the franchisee, and Bhc. It also ensures that the landlord is aware of the franchisor's potential future involvement and rights regarding the property.