According to the Alloy Development Agreement, what does the term 'Transfer' encompass?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
val will not be withheld unreasonably. You immediately must notify us of any proposed transfer and must submit promptly to us the application for consent to transfer and any other required documents and information. Any attempted transfer by you without our prior written consent or otherwise not in compliance with the terms of this Agreement will be void, your interest in this Agreement will be voluntarily abandoned, and it will provide us with the right to elect either to deem you in default and terminate this Agreement or to collect from you and the guarantors a transfer fee equal to two times the transfer fee provided for in subparagraph 11.C.
- C. Transfer Fee. You must pay to us a transfer fee in the amount of $10,000. The transfer fee is nonrefundable even if, for any reason, the proposed transfer does not occur.
- D. Conditions of Transfer. We condition our consent to any proposed transfer, whether to an individual, a corporation, a partnership or any other entity upon the following:
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- Assignee Requirements. The assignee must meet all of our then-current requirements for our ALLOY franchise program we are offering at the time of the proposed transfer and sign our then-current form of franchise agreement modified to reflect the term remaining under this Agreement.
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- Payment of Amounts Owed. All amounts owed by you to us, or any of our affiliates, your suppliers or any landlord for the Facility premises and Facility, or upon which we or any of our affiliates have any contingent liability must be paid in full.
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- Reports. You must have provided all required reports to us in accordance with subparagraphs 9.H and I.
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- Modernization. You must have complied with the provisions of subparagraph 5.E.
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- Guarantee.
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Source: Item 23 — RECEIPTS (FDD pages 69–245)
What This Means (2025 FDD)
According to the 2025 Alloy Franchise Disclosure Document, any attempted transfer by the franchisee without Alloy's prior written consent or not in compliance with the terms of the Development Agreement will be void. In such a case, the franchisee's interest in the agreement will be considered voluntarily abandoned. This gives Alloy the right to either consider the franchisee in default and terminate the agreement or to collect from the franchisee and guarantors a transfer fee equal to two times the transfer fee outlined in subparagraph 11.C.
Furthermore, the franchisee must immediately notify Alloy of any proposed transfer and promptly submit the application for consent to transfer, along with any other required documents and information. Alloy's approval of any agreement used in connection with a transfer will be subject to Alloy's prior written approval, which, according to the FDD, will not be unreasonably withheld.
Alloy also has specific conditions for consenting to any proposed transfer, whether to an individual, a corporation, a partnership, or any other entity. The assignee must meet all of Alloy's then-current requirements for its franchise program at the time of the proposed transfer and sign Alloy's then-current form of franchise agreement, modified to reflect the remaining term under the original agreement. Additionally, all amounts owed by the franchisee to Alloy, its affiliates, suppliers, or any landlord for the Facility premises and Facility, or upon which Alloy or its affiliates have any contingent liability, must be paid in full. The franchisee must also have provided all required reports to Alloy and complied with modernization provisions.