Under the Brueggers Bagels Development Agreement Guaranty, what is the role of the 'Successors and Assigns'?
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 Brueggers Bagels' 2025 Franchise Disclosure Document, the Guaranty ensures that all of the Company's obligations under the License Agreement, and under other agreements or arrangements between the Company and BFC, will be punctually paid and performed to Licensor, its affiliates, and their successors and assigns (collectively, "BFC").
In simpler terms, if a Brueggers Bagels franchisee is a corporation or LLC, the owner(s) must sign a guaranty, promising that the franchisee will meet all financial and other obligations to Brueggers Bagels. This promise extends not only to Brueggers Bagels itself (the Licensor) but also to any of its affiliates and to anyone who legally takes over Brueggers Bagels' rights or responsibilities (successors and assigns). This ensures that no matter how the ownership or structure of Brueggers Bagels changes, the franchisee's obligations remain in place.
For a prospective Brueggers Bagels franchisee, this means that if you are signing a guaranty, your commitment to fulfill the franchise agreement is not just to the current franchisor but also to any future entity that might take over the franchise system. This is a standard practice in franchising, designed to protect the brand and ensure continuity regardless of changes in ownership or management on the franchisor's side. The franchisee should carefully consider the full scope of these obligations, as they extend beyond the initial term and to unforeseen future relationships.