Can Bee Organized transfer the Franchise Agreement without the Franchisee's consent?
Bee_Organized Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee agrees, and, Franchisee represents and warrants that Franchisee's Owners understand and agree,
that the rights and duties set forth in this Agreement are personal to Franchisee and each Owner. Therefore, Franchisee agrees that:
- (1) No ownership interest of any Owner in Franchisee may be Transferred without the prior written consent of Franchisor;
- (2) No obligations, rights or interest of Franchisee in (a) this Agreement, (b) the Franchised Business, or (c) all or substantially all of the assets of the Franchised Business may be Transferred without the prior written consent of Franchisor. This restriction shall not prohibit Franchisee from granting a mortgage, charge, lien, or security interest in the assets of the Franchised Business or this Agreement for the exclusive purpose of securing financing for the initial development (occurring prior to the Actual Opening Date) of the Franchised Business;
- (3) Without limitation to the foregoing, any Transfer by Franchisee respecting and/or relating to this Agreement and/or the Franchised Business and/or assets associated with the Franchised Business will require the prior written consent of Franchisor where such Transfer occurs by virtue of: (a) divorce or legal dissolution of marriage; (b) insolvency; (c) dissolution of a Corporate Entity; (d) last will and testament; (e) intestate succession; or (f) declaration of, or transfer in trust;
- (4) Any purported Transfer without the written consent of Franchisor, or otherwise in violation of this Agreement including, but not limited to this Article 14.B. shall constitute a breach of this Agreement and shall convey to the transferee no rights or interests in this Agreement; and
- (5) In the event of a Transfer of this Agreement that is approved by Franchisor, Franchisee shall not be relieved of Franchisee's obligations under this Agreement whether said obligations accrued and/or arose prior to and/or after the date of Transfer.
Source: Item 23 — RECEIPTS (FDD pages 54–218)
What This Means (2025 FDD)
Based on the 2025 Bee Organized Franchise Disclosure Document, the franchisee's rights and duties are personal, and the franchisee cannot transfer any obligations, rights, or interests in the Franchise Agreement, the franchised business, or the assets of the franchised business without prior written consent from Bee Organized. This restriction does not prevent the franchisee from obtaining financing for the initial development of the franchised business before the actual opening date by granting a mortgage, charge, lien, or security interest in the assets or the agreement.
According to the FDD, any transfer by the franchisee relating to the agreement, business, or associated assets requires Bee Organized's prior written consent, especially in cases of divorce, insolvency, dissolution of a corporate entity, inheritance through a will, intestate succession, or transfer in trust. Any transfer attempted without Bee Organized's written consent or in violation of the agreement will be considered a breach of the agreement and will not grant any rights to the transferee.
Even if Bee Organized approves a transfer, the franchisee remains responsible for all obligations under the Franchise Agreement, whether those obligations arose before or after the transfer date. This means that even after transferring the franchise, the original franchisee could still be liable for any breaches or financial responsibilities associated with the franchise.