What rights does Marble Slab Creamery have upon issuing an Election Notice?
Marble_Slab_Creamery Franchise · 2025 FDDAnswer from 2025 FDD Document
Upon such an Election Notice and without the necessity of any further actions, Franchisor shall have the right: (i) to enter upon the Property and to institute such legal proceedings (including, without limitation, a lawsuit for unlawful detainer of the Property by Franchisee); and (ii) to perform all other acts which Franchisor shall determine, in its sole discretion, to be necessary or desirable to carry out the foregoing.
Landlord shall be entitled to rely upon any notice from Franchisor and shall be protected with respect to any claim made by Franchisee with respect to such notice, irrespective of whether a dispute exists between Franchisor and Franchisee with respect to the existence of a default or the rights of Franchisor hereunder.
Franchisor hereby agrees not to name Landlord as a party defendant in any action filed for the purpose of enforcing its rights hereunder.
The payment of rent to Landlord in connection with any such notice and the performance of obligations under the Lease to or for the benefit of Landlord shall not cause Franchisor to assume or be bound by the provisions of such Lease including but not limited to the duty to pay any future rents.
Franchisee agrees to indemnify, defend and hold Landlord harmless from and against any and all loss, claims, damage or liability arising out of any claim with respect thereto.
Franchisor shall not become liable to Landlord for the performance of any obligations of the tenant under the Lease, notwithstanding its issuance of an Election Notice, unless and until Franchisor shall have obtained possession of the Property, and in no event shall Franchisor be liable to Landlord for any obligations which accrued under the Lease prior to the date Franchisor so obtains possession.
Source: Item 23 — RECEIPT (FDD pages 101–346)
What This Means (2025 FDD)
According to Marble Slab Creamery's 2025 Franchise Disclosure Document, upon issuing an Election Notice, Marble Slab Creamery has the right to enter the property and start legal proceedings, including a lawsuit for unlawful detainer of the property by the franchisee. Marble Slab Creamery also has the right to perform all other acts that it determines are necessary or desirable to carry out the aforementioned actions.
This means that if a franchisee defaults on their lease, defaults under the franchise documents, does not exercise an option to renew or extend the lease, or if Marble Slab Creamery exercises its right of first refusal, Marble Slab Creamery can issue an Election Notice to take control of the property. This is a significant right that Marble Slab Creamery retains to protect its interests and brand.
The landlord is entitled to rely on any notice from Marble Slab Creamery, protecting them from claims made by the franchisee regarding the notice, regardless of any dispute between Marble Slab Creamery and the franchisee. Marble Slab Creamery agrees not to name the landlord as a defendant in any action filed to enforce its rights. The payment of rent to the landlord or performance of obligations under the lease does not cause Marble Slab Creamery to assume the lease provisions or the duty to pay future rents, unless Marble Slab Creamery obtains possession of the property.
The franchisee agrees to indemnify, defend, and hold the landlord harmless from any loss, claims, damage, or liability arising out of any claim related to the Election Notice. Marble Slab Creamery does not become liable to the landlord for the tenant's obligations under the lease until it obtains possession of the property, and in no event is Marble Slab Creamery liable for obligations that accrued before the date it obtains possession.