What form of agreement must the transferee sign when assuming the Anago subfranchise obligations?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
As part of the consideration for Franchisor's consent to a transfer under this paragraph, the individual Subfranchisor will sign and deliver to Franchisor a Personal Guaranty in the form attached hereto as Exhibit III, and the transferor and transferee will sign and deliver an Assignment and Assumption Agreement in the form attached hereto as Exhibit IV.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, if a subfranchisor is an individual and seeks to transfer the agreement to a wholly-owned legal entity, both the transferor and transferee must sign and deliver an Assignment and Assumption Agreement, using the form attached as Exhibit IV to the FDD. This transfer is contingent upon Anago's consent, which will not be unreasonably withheld if the new entity is wholly owned by the original subfranchisor and solely operates the Anago subfranchise business.
Even with the transfer to a wholly-owned entity, the original individual subfranchisor is not released from their obligations under the agreement. They remain personally obligated, acting jointly with the transferee and as a guarantor of the transferee's obligations. To formalize this continued obligation, the individual subfranchisor must also sign and deliver a Personal Guaranty, using the form attached as Exhibit III to the FDD.
These requirements ensure that Anago maintains a consistent level of commitment and accountability, even when the subfranchise is operated through a legal entity. The Personal Guaranty and the Assignment and Assumption Agreement provide Anago with legal recourse and assurance that the subfranchise will continue to be managed responsibly, even after the transfer.