Can Aplus transfer its rights or obligations under the Franchise Agreement?
Aplus Franchise · 2024 FDDAnswer from 2024 FDD Document
8.1. Transfer by Franchisor. Franchisor may transfer or assign all or any part of its rights or obligations under this Agreement to any person or legal entity. With respect to any assignment which results in the subsequent performance by the assignee of all of Franchisor's obligations under this Agreement, the assignee shall expressly assume and agree to perform such obligations, and shall become solely responsible for all of Franchisor's obligations under this Agreement from the date of assignment. In addition, and without limitation to the foregoing, you expressly affirm and agree that Franchisor and/or its Affiliates may sell their assets, the Marks, Copyrighted Works or the System; may sell securities in a public offering or in a private placement; may merge, acquire other corporations, or be acquired by another corporation; and may undertake a refinancing, recapitalization, leveraged buy-out, or other economic or financial restructuring. With regard to any of the above sales, assignments and dispositions, you expressly and specifically waive any claims, demands, or damages arising from or relating to the loss of Franchisor's name, the Marks (or any variation thereof), Copyrighted Works, and System and/or the loss of association with or identification of Sunoco Retail LLC as the franchisor under this Agreement. You specifically waive any and all other claims, demands, or damages arising from or related to the foregoing merger, acquisition, and other business combination activities including, without limitation, any claim of divided loyalty, breach of fiduciary duty, fraud, breach of contract, or breach of the implied covenant of good faith and fair dealing. You agree that Franchisor has the right, now or in the future, to purchase, merge, acquire, or affiliate with an existing competitive or non-competitive franchise network, chain, or any other business regardless of the location of that chain's or business' facilities, and to operate, franchise or license those businesses and/or facilities as Stores operating under the Marks or any other marks following Franchisor's purchase, merger, acquisition or affiliation, regardless of the location of these facilities (which you acknowledge may be proximate to any Store developed under this Agreement).
Source: Item 22 — CONTRACTS (FDD page 68)
What This Means (2024 FDD)
According to Aplus's 2024 Franchise Disclosure Document, Aplus has the right to transfer or assign all or any part of its rights or obligations under the Franchise Agreement to any person or legal entity. If the assignment results in the assignee performing all of Aplus's obligations under the agreement, the assignee must expressly assume and agree to perform such obligations, becoming solely responsible for them from the date of assignment.
Furthermore, Aplus and its affiliates have broad rights to sell assets, trademarks, copyrighted works, or the system, as well as to sell securities, merge, acquire other corporations, or undergo financial restructuring. The franchisee specifically waives any claims, demands, or damages arising from the loss of Aplus's name, trademarks, copyrighted works, or the system, or from the loss of association with Sunoco Retail LLC as the franchisor. This waiver extends to any claims related to mergers, acquisitions, and other business combination activities, including claims of divided loyalty, breach of fiduciary duty, fraud, breach of contract, or breach of the implied covenant of good faith and fair dealing.
Aplus also has the right to purchase, merge, acquire, or affiliate with an existing competitive or non-competitive franchise network, chain, or any other business, regardless of location, and to operate, franchise, or license those businesses as Aplus stores or under other marks. The franchisee acknowledges that these facilities may be near any store developed under the agreement.
This clause provides Aplus with significant flexibility in structuring its business and potentially altering the franchise system. For a prospective franchisee, this means that the Aplus brand and system could change hands or undergo significant modifications, potentially impacting the value and operation of their franchise. It is important for potential franchisees to consider this possibility and its potential effects on their investment.