Does the Apricot Lane franchise agreement allow for involuntary transfers of the franchise?
Apricot_Lane Franchise · 2025 FDDAnswer from 2025 FDD Document
FRANCHISEE understands and acknowledges that the rights and duties created by this Agreement are personal to FRANCHISEE and its owners and that FRANCHISOR has granted the franchise to FRANCHISEE in reliance upon the individual or collective character, skill, aptitude, attitude, business ability and financial capacity of FRANCHISEE and its owners. Accordingly, neither this Agreement nor the franchise (or any interest therein), nor any part or all of the ownership of FRANCHISEE or the Franchised Business (or any interest therein), may be transferred without the prior written approval of FRANCHISOR, and any such transfer without such approval shall constitute a breach hereof and convey no rights to or interest in this Agreement, the franchise, FRANCHISEE, or the Franchised Business. As used in this Section 20, a "transfer" by FRANCHISEE includes the voluntary, involuntary, direct or indirect assignment, sale, gift or other transfer of any interest in: (i) this Agreement; (ii) the franchise; (iii) the ownership of FRANCHISEE; or (iv) the Franchised Business or a substantial part of the assets used in the Franchised Business and includes any transfer of ownership of capital stock or partnership interest; merger or consolidation or issuance of additional securities representing an ownership interest in FRANCHISEE; any sale of voting stock of FRANCHISEE or any security convertible to voting stock of FRANCHISEE, transfer of an interest in FRANCHISEE, this Agreement, the franchise or the Franchised Business in a divorce, insolvency, corporate or partnership dissolution proceeding or otherwise by operation of law; or transfer of an interest in this Agreement, the franchise, FRANCHISEE, or the Franchised Business in the event of the death of FRANCHISEE or an owner, by will, declaration of or transfer in trust, or under the laws of intestate succession.
Source: Item 23 — RECEIPTS (FDD pages 51–222)
What This Means (2025 FDD)
According to the 2025 Apricot Lane Franchise Disclosure Document, the franchise agreement addresses the transfer of franchise rights. It states that the rights and duties within the agreement are personal to the franchisee and its owners. Apricot Lane grants the franchise based on the character, skills, aptitude, business ability, and financial capacity of the franchisee and their owners.
The Apricot Lane franchise agreement specifies that neither the agreement nor the franchise (or any interest therein), nor any part or all of the ownership of the franchisee or the franchised business (or any interest therein), may be transferred without prior written approval from Apricot Lane. Any transfer without this approval constitutes a breach of the agreement and conveys no rights or interest in the agreement, the franchise, the franchisee, or the franchised business.
The definition of "transfer" includes both voluntary and involuntary transfers. Involuntary transfers include those resulting from assignment, sale, gift, or other transfer of interest in the agreement, the franchise, the ownership of the franchisee, or the franchised business. It also encompasses transfers of ownership through capital stock, partnership interest, merger, consolidation, issuance of additional securities, sales of voting stock, transfers in divorce, insolvency, corporate or partnership dissolution proceedings, or transfers due to death, will, trust, or intestate succession laws.