What warranty does the franchisee provide regarding the assignment of claims released in the Bojangles franchise agreement?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee agree that the terms contained herein shall supersede any terms to the contrary set forth in the Lease.
NOW THEREFORE, in consideration of mutual covenants set forth herein, the execution and delivery of the Lease, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Franchisee hereby agree as follows:
-
- Landlord shall deliver to Franchisor a copy of any notice of default or termination of the Lease at the same time such notice is delivered to Franchisee.
-
- Franchisee hereby assigns to Franchisor, with Landlord's irrevocable and unconditional consent, all of Franchisee's rights, title and interests to and under the Lease upon any termination, expiration, or non-renewal of the Franchise Agreement, but no such assignment shall be effective unless: (a) the Franchise Agreement is terminated, not renewed, or expires without renewal or Franchisor has exercised its option to purchase the Restaurant under the Franchise Agreement, as applicable; and (b) Franchisor notifies the Franchisee and Landlord in writing that Franchisor assumes Franchisee's obligations under the Lease.
-
- Franchisor shall have the right, but not the obligation, upon giving written notice of its election to Franchisee and Landlord, to cure any breach of the Lease and, if so stated in the notice, to also succeed to Franchisee's rights, title and interests thereunder.
-
- Terms of the Lease that relate to or impact this Addendum may not be modified without Franchisor's prior written consent. The Lease may not be assigned by Franchisee without Franchisor's prior written consent.
-
- Franchisee and Landlord acknowledge and agree that Franchisor shall have no liability or obligation whatsoever under the Lease unless and until Franchisor assumes the Lease in writing pursuant to Section 2 or Section 3, above.
- Bojangles Development Agreement 04/25 6. If Franchisor assumes the Lease, as provided above, Franchisor may, without Landlord's prior consent, further assign the Lease to (a) an affiliate of Franchisor or as part of Franchisor's financing or refinancing of its assets; or (b) to an approved franchisee of Franchisor to operate the Bojangles restaurant at the Premises provided that the following
Lease Addendum
the provisions contained in this Addendum.
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
Based on the 2025 Bojangles Franchise Disclosure Document, the franchisee assigns their rights, title, and interests in the lease to Bojangles OpCo, LLC under specific conditions. This assignment is made with the landlord's consent. The assignment becomes effective only if the Franchise Agreement is terminated, not renewed, or expires without renewal, or if Bojangles exercises its option to purchase the restaurant. Additionally, Bojangles must notify both the franchisee and the landlord in writing that it is assuming the franchisee's obligations under the lease.
This clause ensures that Bojangles has the option to take over the lease if a franchisee exits the system, allowing for continued operation of the restaurant at that location. The franchisee essentially relinquishes control of the lease to Bojangles under the conditions mentioned, which could impact their ability to negotiate lease terms independently or benefit from the lease in the event of a franchise termination.
Furthermore, the franchisor has the right, but not the obligation, to cure any breach of the lease by the franchisee. If Bojangles chooses to cure a breach, it can also succeed to the franchisee's rights, title, and interests under the lease. This provision protects Bojangles's interest in maintaining the restaurant's location and operational continuity. The franchisee must acknowledge that Bojangles has no liability or obligation under the lease until it assumes the lease in writing, according to the terms outlined in the addendum.
If Bojangles assumes the lease, it has the right to further assign the lease without the landlord's prior consent to either an affiliate or an approved franchisee, provided that the proposed franchisee meets Bojangles's requirements and executes a franchise agreement. Upon such assignment to a new franchisee, Bojangles is released from any further liability under the terms and conditions of the lease. This facilitates a smooth transition of the restaurant operation to a new franchisee without requiring additional approvals from the landlord.