Under what conditions can Marble Slab Creamery issue 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.
Nothing contained in this Agreement shall constitute a waiver by Landlord of any recourse of Landlord against Franchisee for unpaid amounts owed under the Lease.
Consent.
Landlord hereby consents to the assignment of the Lease to Franchisor as herein provided.
The foregoing consent is subject to each and all of the following terms and conditions:
- (a) such consent shall not constitute a waiver of Landlord's right to consent to future assignments, subleases or transfers, or a waiver of any other provision of the Lease;
Source: Item 23 — RECEIPT (FDD pages 101–346)
What This Means (2025 FDD)
According to Marble Slab Creamery's 2025 Franchise Disclosure Document, the franchisor can issue an Election Notice, and without any further actions, 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 foregoing.
This means that if a franchisee is in default or violates the franchise agreement, Marble Slab Creamery can take immediate action to protect its interests. This includes taking possession of the property and initiating legal proceedings to remove the franchisee. The landlord is entitled to rely on any notice from Marble Slab Creamery, regardless of any dispute between the franchisor and franchisee.
However, Marble Slab Creamery is not liable to the landlord for any obligations that accrued under the lease before the date Marble Slab Creamery obtains possession of the property. The landlord retains the right to pursue the franchisee for any unpaid amounts owed under the lease. The landlord also consents to the assignment of the lease to Marble Slab Creamery, but this consent does not waive the landlord's right to consent to future assignments or subleases.