If a Bang Cookies franchisee renews or transfers their franchise in California, what must they sign?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
g and that may be timely developed by Franchisee, in accordance with Franchisor's standards and specifications, for the development and operation of the Franchisee's Shop throughout the duration of the Renewal Term;
- (4) Franchisee must update and/or agree to update the condition, appearance and functionality of Franchisee's Shop Facility and Franchisee's Shop Location and to otherwise modify Franchisee's Shop Facility and Franchisee's Shop Location in compliance with Franchisor's specifications and standards then applicable for new Bang Cookies Shops;
- (5) Franchisee pays the Renewal Fee and Franchisee agrees to, signs, and delivers to Franchisor, within 30 days of the date of delivery by Franchisor to Franchisee, Franchisor's then current form Shop Franchise Agreement for the Renewal Term (the "Renewal Franchise Agreement");
- (6) Franchisee's Owners and their Spouses, respectively, must agree to, sign, and deliver to Franchisor, within 30 days of the date of delivery by Franchisor to Franchisee, Franchisor's then current individual guaranty agreements, and, thereby, among other things, individually and jointly guarantee the full and complete performance of the Renewal Franchise Agreement including, but not limited to, payment obligations, non-compete obligations, and restrictive covenants (the "Renewal Ancillary Agreements");
- (7) Franchisee and the Owners must, prior to the Renewal Term, undertake and complete, to Franchisor's satisfaction, such additional training, if any, as designated and determined by Franchisor in Franchisor's Reasonable Business Judgment; and
- (8) Franchisee and the Owners must agree to, sign, and deliver to Franchisor, within 30 days of the date of delivery by Franchisor to Franchisee, Franchisor's then current form of general release whereby Franchisee and Franchisee's Owners shall each fully release and discharge Franchisor, Franchisor's affiliates and it's officers, directors, shareholders, partners, agents, representatives, independent contractors, servants, employees, successors and assigns from any and all claims, causes of action, and suits arising from and/or related to this Agreement. If local law precludes Franchisee's issuance of a general release, Franchisor at Franchisor's election, may condition renewal on Franchisee and each Owners delivery to Franchisor of an estoppel letter advising and informing Franchisor that the undersigned possesses no legal claim or cause of action against Franchisor and is not aware of any facts of circumstances involving any breach of this Agreement by Franchisor or Franchisor's agents or employees.
Failure by Franchisee, and, as applicable, each Owner and Spouse to timely comply with the foregoing conditions shall be deemed an election by Franchisee not to renew the franchise.
15.C. RENEWAL FRANCHISE AGREEMENT
Franchisee expressly acknowledges and agrees that the Renewal Franchise Agreement and Renewal Ancillary Agreements, as determined by Franchisor in Franchisor's sole discretion, may contain terms, conditions, requirements, and rights that are materially and substantively different from those granted and contained in this Agreement.
ARTICLE 16 DEFAULTS, TERMINATION AND REMEDIES
**16.A.
Source: Item 23 — RECEIPTS (FDD pages 56–245)
What This Means (2024 FDD)
According to Bang Cookies' 2024 Franchise Disclosure Document, California franchisees face specific requirements when renewing or transferring their franchise. For renewals, the franchisee must agree to, sign, and deliver the then-current form Shop Franchise Agreement for the Renewal Term, referred to as the "Renewal Franchise Agreement," within 30 days of receiving it from Bang Cookies. Additionally, the franchisee's owners and their spouses must agree to, sign, and deliver individual guaranty agreements, known as "Renewal Ancillary Agreements," within the same timeframe, guaranteeing performance of the Renewal Franchise Agreement. Franchisee and the Owners must also agree to, sign, and deliver to Franchisor, within 30 days of the date of delivery by Franchisor to Franchisee, Franchisor's then current form of general release whereby Franchisee and Franchisee's Owners shall each fully release and discharge Franchisor, Franchisor's affiliates and it's officers, directors, shareholders, partners, agents, representatives, independent contractors, servants, employees, successors and assigns from any and all claims, causes of action, and suits arising from and/or related to this Agreement.
For transfers, the transferee must be bound by all the terms and conditions of the Franchise Agreement. Each owner of the transferee, along with their spouses, must personally execute the Franchise Owner and Spouse Agreement and Guaranty in the form attached to the agreement as Exhibit 1. Franchisee, each Owner, and each Spouse must execute the General Release attached to this Agreement as Exhibit 8 releasing Franchisor, Franchisor's affiliates and Franchisor's past and present officers, directors, shareholders, members, partners, agents, representatives, independent contractors, servants and employees, of any and all claims against Franchisor for matters arising on, or before, the effective date of the Transfer. If the proposed Transfer includes or entails the Transfer of this Agreement, substantially all of the assets of the Franchised Business, a controlling interest in Franchisee, or is one of a series of Transfers which in the aggregate Transfers substantially all of the assets of the Franchised Business or a controlling interest in Franchisee, then, at the election of Franchisor and upon notice from Franchisor to Franchisee, the transferee may be required to execute (and/or, upon Franchisee's request, shall cause all interested parties to execute) for a term ending on the expiration date of the original Term of this Agreement, the then current standard form Franchise Agreement offered to new franchisees of Bang Cookies Shops and any other agreements as Franchisor requires.
It is important to note that California law has specific protections for franchisees. The California Corporations Code states that a franchisee must sign a general release of claims when renewing or transferring their franchise. However, it also voids any waiver of rights under the Franchise Investment Law (California Corporations Code Sections 31000 through 31516). Similarly, the Business and Professions Code voids any waiver of rights under the Franchise Relations Act (Business and Professions Code Sections 20000 through 20043).
These stipulations ensure that while franchisees are required to sign certain agreements during renewal or transfer, their fundamental rights under California franchise laws are protected. Prospective Bang Cookies franchisees in California should be aware of these provisions and consult with legal counsel to fully understand their rights and obligations.