What is the dependency between paying the Azal Coffee transfer fee and receiving consent for the transfer?
Azal_Coffee Franchise · 2024 FDDAnswer from 2024 FDD Document
Your payments to us for royalty, local advertising fees, marketing fund contributions, mobile application and technology fees, training, renewal and transfer fees, management fees, mystery shopper fees, relocation fees, litigation expenses, late charges and interest, amounts owed for products or services provided by us or our affiliates, amounts owed for maintenance expenses we incur under Section 8.8, amounts owed for management fees, amounts owed for liquidated damage amounts, and all other amounts you owe to us or our affiliates must be made by electronic or similar funds transfer in the appropriate amounts from your bank account to our accounts, and at the places or in the manner we may specify. You must make payments at the times specified in this Agreement or as we may otherwise specify. You agree that we may specify payment by electronic fund transfers that we initiate. You must sign and deliver to your bank and to us the documents necessary to authorize and effectuate fund transfers as specified by us. You agree not to terminate the authorization as long as this Agreement is in effect. You agree not to close your bank account without providing us prior written notice and establishing a substitute bank account for the transfers. You also agree to make all required payments to us daily or weekly or at some other interval, instead of monthly or as otherwise provided in this Agreement, if we specify. You acknowledge that we may require you to make required payments at different intervals than other Azal Coffee franchisees.
4.14 No Setoff; Application of Payments.
Your obligations for the full and timely payment of the fees described in this Agreement and all other amounts owed to us are absolute and unconditional. You must not delay or withhold payment to us of all or part of those amounts based on our alleged nonperformance or for any other reason or put the fees or other amounts in escrow or setoff against any claims you may allege against us. We may apply any of your payments first to any accrued late charges or interest and then to any delinquent fees or other amounts outstanding before crediting the payment in the manner specified by you or to the current amount due.
Source: Item 22 — CONTRACTS (FDD page 51)
What This Means (2024 FDD)
According to Azal Coffee's 2024 Franchise Disclosure Document, the obligation to pay the transfer fee is listed alongside other payments that must be made to Azal Coffee. These payments, including transfer fees, must be made via electronic funds transfer from the franchisee's bank account. Azal Coffee specifies the timing and manner of these payments. The franchisee must authorize these fund transfers and agrees not to terminate the authorization or close the bank account without prior written notice. Azal Coffee can also specify that payments be made more frequently than monthly.
The FDD states that the franchisee's obligation to pay all fees, including the transfer fee, is absolute and unconditional. The franchisee cannot delay or withhold payment based on alleged nonperformance by Azal Coffee or any other reason. Azal Coffee can apply payments to cover late charges, interest, or delinquent fees before applying them to the current amount due.
While the FDD outlines the payment process and the franchisee's obligation to pay, it does not explicitly state that paying the transfer fee is a prerequisite for Azal Coffee's consent to the transfer. However, it is implied that all financial obligations, including the transfer fee, must be met for the transfer to proceed smoothly. The FDD also lists several conditions that must be met for a transfer to be approved, such as compliance with current standards, ensuring the transferee is not involved with a competing business, and that the landlord approves the lease transfer.