Who is the 'Developer' referred to in the Black Bear Diner Guaranty and Assumption of Obligations?
Black_Bear_Diner Franchise · 2025 FDDAnswer from 2025 FDD Document
Each present and future: (i) shareholder of a Developer that is a corporation with at least a twenty-five percent (25%) equity interest in Developer; (ii) member of a Developer that is a limited liability company with at least a twenty-five percent (25%) equity interest in Developer; (iii) partner of a Developer that is a partnership with at least a twenty-five percent (25%) equity interest in
Developer; (iv) partner of a Developer that is a limited liability partnership with at least a twentyfive percent (25%) equity interest in Developer; (v) general partner of Developer that is a limited partnership; (vi) or managing member of a Developer that is a limited liability company; shall jointly and severally guarantee Developer's performance of each and every provision of this Agreement by executing the Guarantee in the form attached to this Agreement as Exhibit C.
4. DEVELOPMENT OBLIGATIONS
4.1 Minimum Development Obligation
Developer shall be bound by and strictly follow the Development Schedule set forth in Exhibit B of this Development Agreement. By the dates set forth under the Development Schedule, Developer shall enter into a Franchise Agreement to establish and operate Black Bear Diner restaurants in the number indicated in the Development Schedule. Developer acknowledges and agrees that the time limits and time frames set forth in and inherent in the Development Schedule shall govern Developer's obligations hereunder. Developer will enter into a separate Franchise Agreement with Franchisor pursuant to this Agreement for each Franchised Restaurant to be developed under this Agreement. Developer shall at all times continuously maintain in operation pursuant to each Franchise Agreement at least the number of Franchised Restaurants set forth in the Development Schedule.
Source: Item 23 — RECEIPT (FDD pages 56–243)
What This Means (2025 FDD)
According to the 2025 Black Bear Diner Franchise Disclosure Document, the 'Developer' is defined in the context of a Development Agreement. This agreement grants the Developer rights to establish multiple Black Bear Diner restaurants within a specific territory, according to a set Development Schedule. The Developer is obligated to enter into a separate Franchise Agreement with Black Bear Diner for each restaurant they plan to develop.
The FDD specifies that certain individuals associated with the Developer entity must guarantee the Developer's performance under the Development Agreement. These individuals include shareholders, members, or partners with at least a 25% equity interest in the Developer, depending on whether the Developer is a corporation, limited liability company, partnership, or limited liability partnership. These individuals are required to execute a Guarantee, ensuring they are jointly and severally liable for the Developer's obligations.
In essence, the 'Developer' is the entity (or individual) that obtains the rights and assumes the obligations to develop multiple Black Bear Diner restaurants according to an agreed-upon schedule and terms. The personal guarantees from key stakeholders in the Developer entity provide Black Bear Diner with additional security that the development obligations will be met.