What is the definition of 'transfer' according to the Alloy franchise agreement?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
As used in this Agreement, the term "Transfer" means any sale (including installment sale), assignment, gift, pledge, mortgage or any other encumbrance, transfer by bankruptcy, transfer by judicial order, merger, consolidation, reorganization, combination, share exchange, transfer by operation of law or otherwise, or transfer as a result of a death, disability, divorce or insolvency, whether direct or indirect, voluntary or involuntary, of this Agreement or any interest in it, or any rights or obligations arising under it, or of any material portion of your assets, or of any interest in you.
Source: Item 23 — RECEIPTS (FDD pages 69–245)
What This Means (2025 FDD)
According to Alloy's 2025 Franchise Disclosure Document, the term 'Transfer' is comprehensively defined within the franchise agreement. It encompasses a wide array of transactions that could alter the ownership or control of the franchise rights.
Specifically, 'Transfer' includes any sale, such as an installment sale, assignment, gift, pledge, mortgage, or any other form of encumbrance. It also covers transfers resulting from significant life events or legal processes like bankruptcy, judicial orders, mergers, consolidations, reorganizations, combinations, share exchanges, or transfers by operation of law. Furthermore, it extends to transfers occurring due to death, disability, divorce, or insolvency, regardless of whether they are direct or indirect, voluntary or involuntary.
This definition applies not only to the agreement itself or any interest within it but also to any rights or obligations arising from it. It also includes the transfer of any material portion of the franchisee's assets or any interest in the franchisee's business. This broad definition ensures that Alloy retains control over who operates its franchises and maintains the integrity of the brand. Any prospective franchisee should understand the breadth of this definition, as it dictates the circumstances under which they can relinquish control or ownership of their Alloy franchise.