Does All County have to approve the transferee?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
20.2. Assignment by You. This Agreement and the Franchise are granted personally to you. You may only assign or transfer any interest or ownership that you may have in the Business with our prior written approval. Any transfer without such approval constitutes a breach of this Agreement and is void. Our approval is conditioned on the prospective transferee agreeing to sign our then-current franchise agreement with us and meeting our qualifying conditions and requirements. We will not unreasonably withhold the approval of a prospective franchisee.
20.4. Conditions for Approval of Transfer. If you and all owners are in full compliance with this Agreement, we will approve a transfer that meets all of our applicable requirements and otherwise meets our applicable standards for ALL COUNTY® businessfranchisees.
20.4.1. Abilities. The transferee and its direct and indirect owners have the moral character, skill, aptitude, attitude, experience, references, credentials, acumen and financial capacity to operate the Business.
20.4.2. Current Accounts. You have paid all Royalties, Ad Fees, amounts owed for purchases from us and all other amounts owed to us or to third party creditors and have submitted all required reports and statements.
20.4.3. Training. The transferee's Managing Owner has agreed to complete training to our satisfaction and does complete training to our satisfaction prior to closing.
20.4.5. Transfer Fees. You must pay us a transfer fee in the amount of Ten Thousand Dollars ($10,000) at the time of the proposed transfer.
In addition to the transfer fee, you agree to pay us our reasonable legal fees and administrative costs incurred, and our reasonable out-of-pocket expenses, including, without limitation, travel, meals, lodging and other investigative expenses involved in meeting with or qualifying the transferee.
Additionally, as a required condition of our approval of any proposed transfer of the Franchised Business, or the proposed transfer of any part of the Territory, to any third party (which shall include any existing ALL COUNTY franchisee), the transferee must agree to pay us a separate fee (the "Transferee Administrative Fee") in the amount of Two Thousand Five Hundred Dollars ($2,500) for administrative and other expenses we incur in connection with the transfer.
20.4.6. General Release. You (and your transferring owners) have executed a general release, in form satisfactory to us, of any and all claims against us and our shareholders, officers, directors, employees and agents.
20.4.7. Approval. We have approved the material terms and conditions of such transfer and determined that the price and terms of payment will not adversely affect the transferee's operation of the Business.
20.4.10. Representation. You and your transferring owners have agreed that you and they will not directly or indirectly at any time or in any manner (except with respect to other ALL COUNTY® businesses you own and operate) identify or represent yourself or themselves or any business as a current or former ALL COUNTY® business, or as one of our licensees or franchisees, use any Marks, any colorable imitation thereof or other indicia of an ALL COUNTY® business in any manner or for any purpose or utilize for any purpose any trade name, trademark or service mark or other commercial symbol that suggests or indicates a connection or association with us.
Source: Item 23 — Receipts (FDD pages 43–157)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, if a franchisee wishes to transfer their franchise, All County's prior written approval is required. Any transfer without this approval is considered a breach of the agreement and is void. All County states that they will not unreasonably withhold approval of a prospective franchisee.
To gain approval, the prospective transferee must agree to sign All County's current franchise agreement and meet their qualifying conditions and requirements. The conditions for approval include the transferee demonstrating the moral character, skill, aptitude, attitude, experience, references, credentials, acumen, and financial capacity to operate the business. The franchisee must also have paid all royalties, ad fees, and other amounts owed to All County or third-party creditors, and submitted all required reports and statements.
The transferee's managing owner must also agree to complete training to All County's satisfaction before closing the transfer. Additionally, the franchisee must pay a transfer fee of $10,000 at the time of the proposed transfer, as well as All County's reasonable legal fees, administrative costs, and out-of-pocket expenses. This transfer fee is waived if the transfer is among the franchisee's owners or first or second-degree relatives; however, the franchisee is still required to reimburse All County for any reasonable legal and administrative costs incurred. The transferee must also agree to pay All County a separate Transferee Administrative Fee of $2,500 for administrative and other expenses related to the transfer.
Furthermore, both the franchisee and their transferring owners must execute a general release of any and all claims against All County and its related parties. They must also agree not to represent themselves or any business as a current or former All County business, or use any marks or indicia associated with All County, except with respect to other All County businesses they own and operate. All County must also approve the material terms and conditions of the transfer, ensuring that the price and terms of payment will not adversely affect the transferee's operation of the business.