If Pearce Bespoke conveys its obligations to another party, does the franchisee have any recourse?
Pearce_Bespoke Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor will indemnify Franchisee against and reimburse Franchisee for any obligations or liability for damages attributable to agreements, representations or warranties of Franchisor, or custom by Franchisor's negligence or willful action, and for costs Franchisee reasonably incurs in the defense of any such claim brought against it or in any action in which it is named as a party, provided that Franchisor will have the right to participate in and, to the extent Franchisor deems necessary, to control any litigation or proceeding which might result in liability of or expense to Franchisee subject to such indemnification. The indemnities and assumptions of liabilities and obligations stated in this Agreement will continue in full force and effect following the expiration, termination, or a transfer of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 39)
What This Means (2025 FDD)
According to Pearce Bespoke's 2025 Franchise Disclosure Document, the franchisee has recourse if the franchisor conveys its obligations to another party. Specifically, the document states that Pearce Bespoke will indemnify the franchisee and reimburse them for any obligations or liability for damages attributable to agreements, representations, or warranties of Pearce Bespoke, or custom by Pearce Bespoke's negligence or willful action. This also extends to costs the franchisee reasonably incurs in the defense of any such claim brought against it or in any action in which it is named as a party.
However, Pearce Bespoke retains the right to participate in and control any litigation or proceeding that might result in liability or expense to the franchisee, which is subject to such indemnification. This means that while Pearce Bespoke is obligated to cover certain damages and costs, they also have the right to manage the legal defense related to those claims.
This protection extends beyond the term of the agreement, as the indemnities and assumptions of liabilities and obligations stated in the Agreement will continue in full force and effect following the expiration, termination, or a transfer of this Agreement. This provides a long-term safeguard for the franchisee, ensuring that Pearce Bespoke remains responsible for its obligations even if the franchise agreement ends or is transferred.