Is franchisee's All County agreement transferable without All County's approval?
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.
20.3. Assignments. An assignment, transfer, sale, gift or other disposition includes the following events:
- 20.3.1. transfer of ownership of capital stock, partnership interest, or other equity interest in you;
20.3.2. merger or consolidation or issuance of additional securities or interests representing an ownership interest in you;
20.3.3. any issuance or sale of your stock or any security convertible to your stock to any person or entity other than an existing owner;
20.3.4. transfer of an interest in you, this Agreement or the Business in a divorce, insolvency or corporate or partnership dissolution proceeding or otherwise by operation of law;
20.3.5. transfer of an interest in you, this Agreement or the Business, in the event of your death or the death of one of your owners, by will, declaration of or transfer in trust or under the laws of intestate succession;
20.3.6. pledge of this Agreement (to someone other than us) or of an ownership interest in you as security, foreclosure upon the Business or your transfer, surrender or loss of possession, control or management of the Business; or
20.3.7. transferring any of the accounts or clients of the Business to anyone except to another ALL COUNTY® business that has been approved in writing by us or to us or our designees.
Source: Item 23 — Receipts (FDD pages 43–157)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, the franchise agreement and the franchise itself are granted personally to the franchisee. The franchisee can only assign or transfer any interest or ownership in the business with All County's prior written approval. Any transfer without this approval constitutes a breach of the agreement and is considered void.
All County's approval is conditional. The prospective transferee must agree to sign All County's then-current franchise agreement and meet their qualifying conditions and requirements. However, All County will not unreasonably withhold approval of a prospective franchisee. This means that while franchisees cannot freely transfer their agreements, All County has a responsibility to consider proposed transfers fairly.
There are several events that constitute an assignment, transfer, sale, gift, or other disposition requiring approval, including the transfer of ownership of capital stock, partnership interest, or other equity interest in the franchisee; merger or consolidation; issuance of additional securities; transfer of interest in divorce, insolvency, or death; pledge of the agreement; or transferring any of the accounts or clients of the business to anyone except to another All County business that has been approved in writing by All County.
In summary, an All County franchisee cannot transfer their franchise agreement without prior written approval from All County. Obtaining this approval is contingent upon the transferee meeting certain conditions and signing the current franchise agreement. This provision allows All County to maintain control over who operates under their brand and ensures that new franchisees meet their standards.