factual

Regarding the Bonchon Franchise Agreement, what is the franchisee's responsibility concerning the accuracy and completeness of representations and warranties, and what happens to these representations and warranties after termination or expiration of the agreement?

Bonchon Franchise · 2025 FDD

Answer from 2025 FDD Document

  • your business entity is in good standing with and qualified to do business in each state and political/governmental subdivision having jurisdiction over your franchised Bonchon Business.
    1. If you are business entity, you have all requisite power and authority to execute, deliver, consummate and perform this Agreement, and all necessary business entity proceedings have been duly taken to authorize the execution, delivery and performance of this Agreement.
    1. This Agreement has been duly authorized, executed and delivered by you, includes your legal, valid and binding obligations, and will be binding and enforceable upon you and your successors and assigns in accordance with its terms when executed by both parties.
    1. You do not have any material liabilities, adverse claims, commitments or obligations of any nature as of the date of execution of this Agreement, whether accrued, unliquidated, absolute, contingent or otherwise which are not reflected as liabilities on the balance sheets of your current financial statements which you furnished to us before the execution of this Agreement.
    1. As of the date of execution of this Agreement, there are no actions, suits, proceedings or investigations pending or, to your knowledge or the knowledge any of your officers, directors, principal shareholders, proprietors, partners, members, managers, guarantors, shareholders, or any other owner or a direct or indirect, partial or whole interest in you (as applicable), after due inquiry, threatened, in any court or arbitral forum, or before any governmental agency or instrumentality, nor to the best of your knowledge or the knowledge of any such persons or entities (after due inquiry) is there any basis for any claim, action, suit, proceeding or investigation which affects or could affect, directly or indirectly, any of your assets, properties, rights or business; your right to operate and use your assets, properties or rights to carry on your business; and/or, which affects or could affect your right to assume and carry out in all respects the duties, obligations and responsibilities specified in this Agreement.
    1. All of your representations and warranties contained in this Agreement are complete, correct and accurate as of the date of execution of this Agreement and will survive any termination or expiration of this Agreement.

36.02 Your Acknowledgments

You represent, warrant and acknowledge to us that:

Source: Item 23 — RECEIPTS (FDD pages 92–536)

What This Means (2025 FDD)

According to Bonchon's 2025 Franchise Disclosure Document, as a franchisee, you must ensure that all representations and warranties made in the Franchise Agreement are complete, correct, and accurate as of the date the agreement is executed. This includes confirming that your business entity is in good standing and qualified to do business in the relevant jurisdictions, and that you have the authority to execute and perform the agreement. You also warrant that you have disclosed all material liabilities and that there are no pending or threatened legal actions that could affect your ability to fulfill your obligations under the agreement.

Bonchon emphasizes the importance of these representations and warranties by stipulating that they survive any termination or expiration of the Franchise Agreement. This means that even after the agreement ends, you can still be held liable for any inaccuracies or misrepresentations made during the term of the agreement.

This survival clause is a critical point for prospective franchisees to consider. It underscores the need for thorough due diligence and full transparency when entering into the Franchise Agreement with Bonchon. Any omissions or inaccuracies, whether intentional or unintentional, could have long-term legal and financial consequences, even after the franchise relationship has ended. Franchisees should seek legal counsel to fully understand the implications of these provisions and ensure they are in full compliance with all requirements.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.