Is the Brueggers Bagels agreement binding on assignees and successors?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
| As an inducement to BRUEGGER'S BAGELS FRANCHISE CORPORATION ("Licensor"), a |
|---|
| Delaware corporation, to execute a License Agreement (the "Agreement") with |
| ("Company"), a |
| , the undersigned individuals (collectively, the "Guarantors"), jointly |
| and severally, |
| hereby |
| unconditionally guarantee to Licensor, its affiliates, and their successors and assigns (collectively, |
| "BFC") that all of the Company's obligations under the Agreement, and under other agreements or |
| arrangements between the Company and BFC, will be punctually paid and performed. |
Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
According to the 2025 Brueggers Bagels Franchise Disclosure Document, the guarantee provided by individuals to induce Bruegger's Franchise Corporation to sign the Franchise Agreement is binding on the guarantor's successors and assigns. This means that the obligations of the guarantor, such as the franchisee's obligations under the agreement, will be transferred to their successors and assigns. This ensures that Brueggers Bagels can still enforce the agreement even if the original guarantor is no longer involved.
Specifically, the guarantor unconditionally guarantees to Brueggers Bagels, its affiliates, and their successors and assigns that all of the company's obligations under the agreement will be punctually paid and performed. This obligation extends to other agreements or arrangements between the company and BFC. This provision aims to protect Brueggers Bagels by ensuring that there is always a party responsible for fulfilling the franchisee's financial and performance obligations.
Furthermore, the guaranty remains in effect even after the termination or expiration of the agreement for obligations and liabilities arising from events that occurred before the termination date. Even upon the death of a guarantor, the guarantor's estate remains bound by the guaranty for obligations existing at the time of death. This ensures that Brueggers Bagels's interests are protected even in unforeseen circumstances.