FDD Items 3 & 4 · 2025 filing
Black Rifle Coffee Company litigation history
What Black Rifle Coffee Company disclosed about lawsuits, arbitrations and bankruptcy in the 2025 Franchise Disclosure Document. Item 3 lists the material legal actions a franchisor must report; Item 4 covers bankruptcy. This is the franchisor's own disclosure, not a court record, and not legal advice.
Items 3 (litigation) & 4 (bankruptcy) at a glance
What the filing discloses
- Cases disclosed
- 4
- Item 3, as counted in the filing
- Largest settlement, franchisor's own cases
- $400K
- As stated in Item 3
- Bankruptcy (Item 4)
- None
- Franchisor, parent, predecessor or officer
- Filing year
- 2025
- Disclosures cover the prior ten years
Extracted from the 2025 Franchise Disclosure Document
Item 3: litigation
Tang Capital Partners breach of contract re: warrant agreement (pending trial July 2025); 1791 Management LP fraud/breach claims (dismissed); Strategy and Execution Inc. breach of contract (settled $400K in Jan 2025); Clark et al. breach of contract re: warrant agreement (stayed)
Item 3 (litigation) · 4 matters disclosed · 3 pending listed
Litigation cases
The franchisor
Pending (1)
Strategy and Execution, Inc. v. Black Rifle Coffee Company LLC
pendingfiled 2023-02-03 · U.S. District Court, Western District of Texas · 5:23-cv-00135-FB
“Strategy and Execution, Inc, v. Black Rifle Coffee Company LLC (US District Ct., W.D. Tex., filed February 3, 2023, Case No. 5:23-cv-00135-FB).”Page 10 of the 2025 FDD, Item 3
Outcome: “the parties settled all remaining claims not subject of the pending motions, in which $400,000 was paid to the counterparty in accrued liabilities related to this matter.” (page 11)
Concluded (1)
1791 Management LP v. BRC Inc., Authentic Brands LLC, Black Rifle Coffee Company LLC, et al.
dismissedfiled 2022-05-20 · Superior Court of California, Orange County · 30-2022-01260703-CU-FR-CJC
“1791 Management LP, v. BRC Inc., Authentic Brands LLC, Black Rifle Coffee Company LLC, et. al. (Sup. Ct. Cal., Orange County, filed May 20, 2022, Case No. 30-2022-01260703-CU-FR-CJC). 1791 Capital Partners, LP (“Plaintiff”) filed a complaint against BRC Inc.,”Page 10 of the 2025 FDD, Item 3
Parent, affiliates, master franchisor and subfranchisor
Pending (2)
Clark et al. v. BRC Inc.
pendingBRC Inc. (ultimate parent) · filed 2023-06-22 · U.S. District Court, Southern District of New York · 1:23-cv-05340-RWL
“… (US District Ct., S.D.N.Y., filed June 22, 2023, Case No. 1:23-cv-05340- RWL). Plaintiff John Brian Clark, JBC Structured Products, LLC and Marathon Capital LLC (“Clark”) filed this breach of contract action against defendant BRC Inc.”Page 11 of the 2025 FDD, Item 3
Tang Capital Partners, LP v. BRC Inc.
pendingBRC Inc. (ultimate parent) · filed 2022-04-28 · U.S. District Court, Southern District of New York · 22-CV-3476 (RWL)
“Tang Capital Partners, LP, v. BRC Inc. (US District Ct., S.D.N.Y., filed April 28, 2022, Case No. 22-CV-3476 (RWL)). Tang Capital Partners, LP (“Tang Capital”) filed this breach of contract action against BRC Inc. (“Company”).”Page 10 of the 2025 FDD, Item 3
Item 3 lists the litigation the franchisor must disclose; a matter against a parent, an affiliate or a named officer is not a matter against the franchisor, and pending claims are allegations, not findings.
Disclosure signals that moved the score
How this shows up in the verdict
- Multiple active litigation cases including royalty disputes with Strategy and Execution, Inc. suggest operational/payment conflicts
- Litigation involving warrant agreements and Tang Capital Partners suggests corporate governance instability and potential founder/investor conflicts
The verdict grade is FranchiseVerdict's editorial assessment across SBA loan performance, unit growth, revenue and disclosure signals. It is not investment advice.
Before you weigh a lawsuit
How to read Item 3
A franchisor must disclose pending actions and any material civil action involving the franchise relationship, plus convictions or civil judgments for fraud, unfair or deceptive practices, or franchise-law violations, going back ten years. A case the franchisor brought against a franchisee counts too. Item 3 does not include every dispute: settled claims below the materiality line and matters resolved in private arbitration can be absent.
Questions worth asking current and former franchisees, using the contact list in Item 20:
- Were you, or anyone you know in the system, party to a dispute with the franchisor?
- Was it resolved by settlement, arbitration or a court, and on what terms?
- Has the number of disputes gone up or down since you signed?