Can the Applicant assign the B Bops agreement by voluntary transfer?
B_Bops Franchise · 2025 FDDAnswer from 2025 FDD Document
Developer acknowledges that the rights and duties created pursuant to this Agreement are personal to Developer and its owners and that Company has granted the development rights in reliance upon the character, skill, business ability, financial capacity and attitude of Developer and its owners.
Therefore, without the prior written approval of Company, neither this Agreement nor the development rights (or any interest therein), nor any controlling ownership interest in Developer may be directly or indirectly, voluntarily or by operation of law, sold, assigned, conveyed, sublet, subfranchised or otherwise transferred (hereinafter collectively referred to as a "transfer") to any person or entity.
Under no circumstances will Developer be permitted to make any partial transfer of the development rights granted hereunder; any sale, assignment or transfer of this Agreement or the development rights shall require Developer to transfer all of Developer's right, title and interest in and to this Agreement and the development rights.
Company shall not unreasonably withhold its consent to any transfer when requested, provided that such transfer complies with the following requirements that may be applicable to the particular type of transfer:
- A.
Transfer to Successor Entity.
If Developer is an individual and desires to transfer the development rights to a partnership, corporation or limited liability company, Company will not unreasonably withhold its consent to such transfer upon satisfaction of the following conditions: (i) such entity shall comply with each of the requirements specified in Section 14 hereof pertaining to ownership of the development rights by an entity; (ii) Developer shall be the owner of a majority of the equity and voting securities or interests issued by such entity; (iii) Developer shall be the principal executive of such entity; (iv) all accrued money obligations of Developer to Company shall be satisfied prior to the transfer and Developer shall otherwise be in full compliance with the terms of this Agreement and all Unit Franchise Agreements between the parties; and (v) the entity agrees, in writing satisfactory to Company, to assume all Developer's obligations hereunder.
Any assignment to an entity as provided herein shall not release Developer from any obligations imposed by this Agreement and Developer shall remain jointly and severally liable for all such obligations.
- B.
Death or Disability of Developer.
In the event of death or permanent mental or physical disability of Developer, or any partner, shareholder or member owning a controlling interest in Developer, the legal representative of Developer, or such partner, shareholder or member thereof, together with all surviving partners, shareholders or members, if any, jointly, shall, within six (6) months of such event apply in writing for the right to transfer the development rights, or the controlling ownership interest of the deceased or disabled partner, shareholder or member in Developer, to such person or persons as the legal representative may specify.
Consent to such transfer (including transfers by devise or inheritance) will not unreasonably be withheld by Company, provided that Company may in its discretion require that such transfer comply with one
Source: Item 23 — RECEIPTS (FDD pages 53–145)
What This Means (2025 FDD)
According to B Bops's 2025 Franchise Disclosure Document, the rights and duties within the agreement are personal to the developer and its owners. B Bops has granted development rights based on the character, skill, business ability, financial capacity, and attitude of the developer and its owners. Therefore, the agreement and the development rights cannot be directly or indirectly sold, assigned, conveyed, sublet, subfranchised, or otherwise transferred to any person or entity without the prior written approval of B Bops.
B Bops will not unreasonably withhold consent to any transfer when requested, provided that the transfer complies with the requirements applicable to the particular type of transfer. If the developer is an individual and wants to transfer the development rights to a partnership, corporation, or limited liability company, B Bops will not unreasonably withhold consent if the entity meets specific conditions. These conditions include complying with the requirements for entity ownership of development rights, the developer owning a majority of the equity and voting securities or interests, the developer being the principal executive of the entity, all accrued money obligations to B Bops being satisfied, and the entity agreeing in writing to assume all of the developer's obligations.
Any assignment to an entity does not release the developer from the obligations imposed by the agreement, and the developer remains jointly and severally liable for all obligations. In the event of death or permanent mental or physical disability of the developer, or any partner, shareholder, or member owning a controlling interest in the developer, the legal representative must apply in writing within six months for the right to transfer the development rights or the controlling ownership interest. B Bops will not unreasonably withhold consent to such transfer, but may require compliance with certain conditions.