Does B Bops unreasonably withhold consent for transfer of development rights after the death or disability of the developer?
B_Bops Franchise · 2025 FDDAnswer from 2025 FDD Document
ity 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
or more of the conditions set forth in Section 13(C) hereof, except that: (i) payment of the transfer fee shall not be required; and (ii) the legal representative need not comply with Company's right of first refusal if the transfer is to be a member of the immediate family of Developer or to a member of the immediate family of the deceased or disabled partner, shareholder or member. If the legal representative and any surviving partners, shareholders or members fail to comply with the provisions of this Section 13(B), or do not propose a transferee acceptable to Company, this Agreement and the development rights granted hereunder may be terminated in accordance with the provisions of Section 11 hereof. Any transfer of a noncontrolling ownership interest in Developer upon the death or disability of a partner, shareholder or member shall be deemed approved by Company upon receipt by Company of written notice of such transfer.
- C. Other Transfers.
Source: Item 23 — RECEIPTS (FDD pages 53–145)
What This Means (2025 FDD)
According to B Bops's 2025 Franchise Disclosure Document, in the event of the death or permanent disability of the developer, or any partner, shareholder, or member owning a controlling interest, the legal representative has six months to apply in writing for the right to transfer the development rights or the controlling ownership interest. B Bops will not unreasonably withhold consent to such a transfer, including transfers by devise or inheritance.
However, B Bops may require that the transfer comply with certain conditions outlined in Section 13(C) of the agreement. The FDD specifies two exceptions to these conditions: the payment of a transfer fee is not required, and the legal representative does not need to comply with B Bops's right of first refusal if the transfer is to a member of the immediate family of the developer or the deceased/disabled party.
If the legal representative and any surviving partners, shareholders, or members fail to comply with these provisions or do not propose a transferee acceptable to B Bops, the agreement and development rights may be terminated. The FDD states that any transfer of a noncontrolling ownership interest in the developer upon death or disability is deemed approved by B Bops upon written notice.