When purchasing a Burger King restaurant, what executed agreements are required as part of the transaction?
Burger_King Franchise · 2025 FDDAnswer from 2025 FDD Document
-Investment Agreement;
- (vi) an executed Digital App Services Agreement;
- (vii) an executed Bill of Sale;
- (viii) an executed Limited Release;
- (ix) an executed Assignment and Assumption of Executory Contracts, evidencing to BKC's satisfaction that all Executory Contracts have been assigned to and assumed by the BUYER and that BKC is exonerated from any and all liability under each of them;
- (x) bringdown certificates of BUYER, executed by a duly authorized officer of BUYER in a form customary for the transactions contemplated by this Agreement; and
(xi) such other documents and instruments as may be reasonably required by BKC and, in form and substance, satisfactory to counsel for BKC.
17.2 BKC's Closing Deliveries.
At Closing, BKC shall execute, deliver or caused to be delivered to BUYER the following:
- (i) an executed Franchise Agreements for each Restaurant;
- (ii) an executed Lease for each Restaurant;
- (iii) an executed Fuel the Flame Co-Investment Agreement;
- (iv) an executed Digital App Services Agreement;
- (v) an executed Bill of Sale;
- (vi) an executed Assignment and Assumption of Executory Contracts, evidencing to BKC's satisfaction that all Executory Contracts have been assigned to and assumed by the BUYER and that BKC is exonerated from any and all liability under each of them;
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 109–124)
What This Means (2025 FDD)
According to Burger King's 2025 Franchise Disclosure Document, when a Buyer purchases a Burger King restaurant, several executed agreements are required at the closing of the transaction. These include a Franchise Agreement and a Lease for each restaurant involved in the purchase. Additionally, a Fuel the Flame Co-Investment Agreement and a Digital App Services Agreement must be executed.
Furthermore, the transaction necessitates an executed Bill of Sale and an executed Assignment and Assumption of Executory Contracts. The latter ensures that all existing contracts are transferred to the Buyer, releasing Burger King from any associated liabilities. Burger King must also provide bringdown certificates, executed by an authorized officer, confirming compliance with the agreement terms.
Finally, the buyer must receive copies of all Executory Contracts that pertain to Burger King's liabilities or obligations being transferred to the Buyer. If the Buyer had previously raised objections to potential encroachment issues, they must withdraw these objections and provide a Limited Release in favor of Burger King. These comprehensive requirements ensure a clear and legally sound transfer of ownership and operational responsibilities.