What is the landlord obligated to do if they breach any representations and warranties related to the Cicis lease?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
Landlord represents and warrants to Tenant that, to the best of its knowledge, (a) the Shopping Center complies with all applicable laws, rules and regulations, including those laws relating to accessibility standards under the Americans with Disabilities Act; (b) it is the owner of the real property and improvements commonly known as the Shopping Center; (c) it has the full right and authority to enter into this Lease without any subsequent action and the execution of the Lease, and the performance of Landlord's obligations therein, does not violate any agreement binding on Landlord; (d) that as of the Lease Execution Date, there are no restrictions (including pre-existing tenant exclusives) except those disclosed in writing to Tenant prior to the Lease Execution Date that would prevent Tenant from selling pizza (or any other food item), operating video games or operating vending machines within the Leased Premises.
If Landlord breaches any of these representations and warranties then, in addition to any other remedy, Landlord agrees to indemnify and hold Tenant harmless from any loss, cost, expense or damage (including reasonable attorney's fees and court costs) that Tenant may incur as a result of such breach by Landlord.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, if the landlord breaches any representations and warranties made to the tenant (franchisee), the landlord must indemnify and hold the tenant harmless. This means the landlord is responsible for covering any losses, costs, expenses, or damages the tenant incurs as a result of the breach. This includes reasonable attorney's fees and court costs.
Representations and warranties the landlord makes include assurances that the shopping center complies with all applicable laws, rules, and regulations, including ADA accessibility standards. They also warrant that they own the property and have the authority to enter into the lease, and that doing so doesn't violate any other agreements. Additionally, the landlord warrants that there are no undisclosed restrictions that would prevent the tenant from selling pizza, operating video games, or operating vending machines on the premises.
This clause protects the Cicis franchisee from financial harm resulting from the landlord's misrepresentations or failure to meet their obligations. It ensures that the franchisee can seek compensation for any losses incurred due to the landlord's breach of these warranties, providing a legal recourse to mitigate potential damages to the franchisee's business operations.