Under what condition is the Bhc Franchise Agreement not binding on the Franchisor?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
Landlord hereby acknowledges that the provisions of this Addendum to Lease are required pursuant to the Franchise Agreement under which Tenant plans to operate its business and the Tenant would not lease the Premises without this Addendum.
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)
Based on the 2025 Bhc Franchise Disclosure Document, the Landlord acknowledges that the provisions outlined in the Addendum to Lease are essential to the Franchise Agreement under which the Tenant (franchisee) intends to operate. The Landlord recognizes that the Tenant would not lease the premises without this addendum. This acknowledgment is a prerequisite for the franchisee to proceed with leasing the premises.
Furthermore, the Landlord acknowledges that the Tenant is neither an agent nor an employee of Bhc, and the Tenant lacks the authority to act for or create any liability on behalf of Bhc. The Landlord enters into the Addendum to Lease with the understanding that it does not establish any duties, obligations, or liabilities against Bhc unless the lease is assigned to and accepted in writing by Bhc.
In practical terms, this means that Bhc is not bound by the lease agreement between the Landlord and the Tenant (franchisee) unless Bhc explicitly assumes the lease in writing. This protects Bhc from liabilities arising from the lease unless they choose to take on those responsibilities directly. This clause ensures that Bhc maintains control over its involvement with the lease and is not automatically liable for the franchisee's lease obligations.