Can a B Bops developer make a partial transfer of the development rights?
B_Bops Franchise · 2025 FDDAnswer from 2025 FDD Document
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, a developer is not permitted to make a partial transfer of development rights. Any transfer of the development rights requires the developer to transfer all rights and interest in the agreement.
However, B Bops will not unreasonably withhold consent to a transfer request. If the developer is an individual and wants to transfer rights to a business entity like a partnership, corporation, or LLC, B Bops will approve the transfer if the entity meets specific requirements. These include adhering to ownership requirements, the developer maintaining majority ownership and executive leadership, satisfying all financial obligations to B Bops, and the entity agreeing to assume all of the developer's obligations.
Even with an approved transfer to an entity, the original developer remains jointly and severally liable for all obligations under the agreement. In the event of the developer's death or disability, their legal representative has six months to apply for the right to transfer the development rights. B Bops will not unreasonably withhold consent in these situations, potentially requiring compliance with the conditions outlined in Section 13(C) of the agreement. A transfer fee is not required in the event of death or disability, and the legal representative does not need to comply with B Bops's right of first refusal if the transfer is to an immediate family member.