Will Bambu unreasonably withhold consent for a Bambu franchise transfer?
Bambu Franchise · 2025 FDDAnswer from 2025 FDD Document
ection 15.9 above, with no duty on the part of Bambu to account to Franchisee with respect to the use and exploitation of the same.
17. TRANSFER
- 17.1 Transfer by Franchisee. The franchise granted herein is personal to Franchisee and, except as stated below, Franchisee shall not transfer, assign, sub-franchise or convey this Agreement or any interest hereunder nor purport to do so without Bambu's prior written consent which consent will not be unreasonably withheld. Franchisee acknowledges that prior to approving any transfer, Bambu may impose reasonable conditions on Franchisee and its purported transferee in addition to those conditions listed in Section 17.2. As used in this Agreement, the term "transfer" shall mean and include the voluntary, involuntary, direct or indirect assignment, sale, gift or other disposition by Franchisee (or any of its owners) of any interest in: (1) this Agreement; (2) the ownership of Franchisee; or (3) the shoppe or any assets of the shoppe. The term "transfer" shall also mean and include any change in Franchisee resulting from a divorce, insolvency, corporate or partnership dissolution proceeding, merger, change of control, those transfers described in Section 17.5, by operation of law or, in the event of the death of Franchisee, or an owner of Franchisee by will, declaration of or transfer in trust or under the laws of intestate succession.
- 17.2 Pre-Conditions to Franchisee's Transfer. Franchisee shall not transfer its rights under this Agreement or any interest in it, or any part or portion of any business entity that owns it or all or a substantial portion of the assets of the Bambū shoppe, unless: (1) the shoppe has already opened for business and has been operating for at least 30 days; and (2) Franchisee obtains Bambu's written consent and complies with all of the following requirements:
- a. Payment of all amounts due and owing pursuant to this Agreement by Franchisee to Bambu or its affiliates or to third parties holding a security interest in any asset of the franchised business and Franchisee is otherwise in full compliance with this Agreement.
- b. Agreement by the proposed transferee to satisfactorily complete the Training Program described in this Agreement, which training may be completed by the transferee either prior to or immediately after assignment of this Agreement.
- c. Execution of a Franchise Agreement (for the same type of franchise as granted by this Agreement or an equivalent type then offered as determined by Bambu) and any ancillary documents, such as the Guaranty and Assumption of Franchisee's Obligations and Nondisclosure and Noncompetition Agreement, in a form then currently offered and required by Bambu, which shall supersede this Agreement in all respects. If a new Franchise Agreement is signed, the terms thereof may differ substantially from the terms of this Agreement; provided, however, the transferee will not be required to pay any additional initial franchise fee.
- d. Provision by Franchisee of written notice to Bambu 30 days prior to the proposed effective date of the transfer, such notice to contain information reasonably detailed to enable Bambu to evaluate the terms and conditions of the proposed transfer, an which at a minimum includes a written offer from the proposed transferee.
- e.
Source: Item 23 — Receipts (FDD pages 52–209)
What This Means (2025 FDD)
According to Bambu's 2025 Franchise Disclosure Document, Bambu will not unreasonably withhold consent for a franchise transfer. Specifically, Section 17.1 states that a franchisee cannot transfer the agreement without Bambu's prior written consent, but that such consent "will not be unreasonably withheld."
However, Bambu may impose reasonable conditions on the franchisee and the potential transferee before approving a transfer, in addition to the conditions listed in Section 17.2. The term "transfer" includes voluntary, involuntary, direct, or indirect assignments, sales, gifts, or other dispositions of any interest in the agreement, ownership of the franchisee, or the shoppe or its assets.
To transfer rights under the agreement, the Bambu shoppe must have been open for at least 30 days, and the franchisee must obtain Bambu's written consent while complying with specific requirements. These preconditions include paying all outstanding amounts owed to Bambu and its affiliates, ensuring the proposed transferee completes the required training program, and securing the transferee's execution of Bambu's current Franchise Agreement and related documents. The franchisee must also provide Bambu with a 30-day prior written notice containing detailed information about the proposed transfer, including a written offer from the proposed transferee. Bambu also has a 30-day right of first refusal to purchase the rights or assets on the same terms as the proposed transfer.