Under what conditions can Brueggers Bagels terminate the agreement with notice but no opportunity to cure?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
- 9.2. Material Default With No Opportunity to Cure.
You shall be deemed to be in Material Default and we may, at our option, terminate this Agreement and all rights granted hereunder, without affording you any opportunity to cure the default, effective immediately upon receipt of notice of such termination from us to you, upon the occurrence of any of the following events:
9.2.1. There is a default under any Franchise Agreement for which there is no opportunity to cure;
9.2.2. Failure to satisfy the Development Schedule as described in Section 1.3 of this Agreement;
9.2.3. If you cease to operate or otherwise abandon a Bakery, lose the right to possession of the Premises, or forfeit the right to do or transact business in the jurisdiction where the Premises for a Bakery are located.
However, if, through no fault of your own, the Premises are damaged or destroyed by an event such that repairs or reconstruction cannot be completed within sixty (60) days thereafter, then you will have thirty (30) days after that event in which to apply for our approval to relocate and/or reconstruct the Bakery, which approval will not be unreasonably withheld;
9.2.4. If you, or any person or entity with an interest in you purports to transfer an interest other than in accordance with Section 8;
9.2.5. If you or if any entity, shareholder, member, partner, or other person controlling more than five percent (5%) of Developer's stock, membership interest or partnership interest, by act or omission, permits or commits tortious conduct or a violation of any applicable law, ordinance, rule or governmental regulation (including, but not limited to, any applicable employment law (e.g., harassment, discrimination, retaliation, equal employment, treatment of disabled persons, child labor or wages and hour law)) constituting a felony, or constituting a misdemeanor, lesser criminal offense or a violation of law which in our sole judgment has, or is likely to have, an adverse effect upon the System, the Proprietary Marks, or the goodwill associated therewith;
Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
According to Brueggers Bagels' 2025 Franchise Disclosure Document, there are specific conditions under which the franchise agreement can be terminated by Brueggers Bagels with notice but without providing an opportunity for the franchisee to cure the default. These conditions include scenarios considered to be material defaults.
One such condition is a default under any existing Franchise Agreement where there is no opportunity to cure the default. Another is the failure to adhere to the Development Schedule as outlined in Section 1.3 of the agreement. Furthermore, Brueggers Bagels can terminate the agreement without an opportunity to cure if the franchisee ceases to operate or abandons a Bakery, loses the right to possession of the premises, or forfeits the right to conduct business in the jurisdiction where the Bakery is located. However, an exception exists if the premises are damaged or destroyed through no fault of the franchisee, preventing repairs or reconstruction within sixty days; in such cases, the franchisee has thirty days to apply for approval to relocate or reconstruct the Bakery, which approval will not be unreasonably withheld.
Additionally, Brueggers Bagels can terminate the agreement without an opportunity to cure if the franchisee attempts to transfer an interest in the franchise in a manner not compliant with Section 8 of the agreement. The agreement can also be terminated if the franchisee, or any person or entity with a significant interest (more than 5%) in the franchisee, engages in tortious conduct or violates any applicable law, ordinance, rule, or governmental regulation (including employment laws) that constitutes a felony, misdemeanor, or any violation that, in Brueggers Bagels' judgment, adversely affects the System, Proprietary Marks, or associated goodwill.
These termination conditions highlight the importance of franchisees adhering to all aspects of the franchise agreement, including operational standards, legal compliance, and adherence to the development schedule. Failure to comply with these terms can result in immediate termination of the agreement without any chance to rectify the situation, potentially leading to significant financial and operational disruptions for the franchisee.