Under the Bonchon franchise agreement, can any party other than the franchisee enforce Bonchon's obligations?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
All of our obligations under this Agreement are to you alone and no other party is entitled to rely on, enforce or obtain relief for breach of any of our obligations hereunder, either directly or by subrogation.
You promise that you will not avail yourself of any rights or remedies at law or in equity that may arise from an assertion that: (i) you are our agent, legal representative, subsidiary, joint venturer, partner, employee, or servant; or (ii) we are a joint employer for your employees. If such a claim is brought against us, we may use your covenant in this Section 14.01 as an absolute defense against such claim. Further, if any such claim is brought against us or our affiliates and subsidiaries, and their respective current and former officers, directors, shareholders, partners, employees, predecessors, successors, attorneys, agents, representatives, and assigns, you will indemnify, defend, and hold harmless any such party from and against any such claim.
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, the franchise agreement specifies that only the franchisee is entitled to enforce Bonchon's obligations under the agreement. Bonchon explicitly states that no other party can rely on, enforce, or seek relief for any breach of Bonchon's obligations, whether directly or through subrogation. This clause is designed to protect Bonchon from claims by third parties who might assert they are beneficiaries of the agreement.
This provision clarifies that Bonchon's duties are solely to the franchisee, preventing other entities from claiming rights under the franchise agreement. This limitation is typical in franchising to maintain a clear contractual relationship between the franchisor and franchisee. It prevents potential legal complications that could arise if multiple parties could enforce the agreement.
Furthermore, the franchisee agrees not to assert claims that they are Bonchon's agent, legal representative, subsidiary, joint venturer, partner, employee, or servant, or that Bonchon is a joint employer of the franchisee's employees. If such claims are made against Bonchon, the agreement allows Bonchon to use the franchisee's promise as a defense. The franchisee also agrees to indemnify, defend, and hold harmless Bonchon and its affiliates from any such claims, reinforcing the independent nature of the franchise relationship.