Can Best Brains transfer or assign the franchise agreement to another party?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
A. Transfer by the Company. We shall have the right, in our sole discretion, to transfer or assign this Agreement and all or any part of its rights or obligations to any person or legal entity who agrees to abide by the obligations in this Agreement. You shall execute such documents consenting to such a transfer as we request.
B. Transfer by Franchisee. You understand and acknowledge that the rights and duties set forth in this Agreement are personal to you, and that we have granted this franchise in reliance on your business skill, financial capacity, and personal character.
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You pay us a transfer fee in an amount of $2,500 for the transfer of either a Premium Learning Center or a Teacher Learning Center franchise; and
- D. Right of First Refusal. If you determine at any time to sell your rights under this Agreement, or the assets of the Franchised Business, or your ownership interest, in whole or part, you must obtain a bona fide, executed written offer from a responsible and fully disclosed purchaser and must submit an exact copy of such offer to us.
We or our designee shall, for a period of 30 days from the date of delivery of such offer to us, have the right, exercisable by written notice to you, to purchase the interest for the price and on the terms and conditions contained in the offer, provided that any brokers', agents', or finders' fees shall be deducted from the purchase price and we or our designee may substitute cash for any form of payment proposed in such offer.
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Assignment to Entity.** If you are in full compliance with this Agreement, we shall not unreasonably withhold our consent to a transfer of this Agreement and the assets of the Franchised Business to an entity, provided:
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- the entity name does not include the word "BEST" or "BRAIN" or "BRAINS" and its activities are confined exclusively to operating your Franchised Business;
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Franchisee owns and controls all of the ownership interest and the entity assumes all of Franchisee's obligations hereunder and the owners agree to be personally bound jointly and severally by all the provisions of this Agreement and assume and guarantee all of Franchisee's obligations hereunder and all other agreements;
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- any subsequent transfer of ownership interest in the entity shall be subject to our consent;
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- the ownership shares indicate that any transfer of interests is restricted and may be transferred subject to our consent only in accordance with the terms of this Agreement; and
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- You shall pay to us all legal expenses and other charges we incur in connection with such transfer.
Source: Item 23 — RECEIPTS (FDD pages 42–190)
What This Means (2025 FDD)
According to Best Brains' 2025 Franchise Disclosure Document, Best Brains has the right to transfer or assign the franchise agreement at its sole discretion to any person or legal entity who agrees to abide by the obligations in the agreement. The franchisee must execute documents consenting to such a transfer if Best Brains requests it.
However, the franchisee's ability to transfer the agreement is subject to certain conditions and requires Best Brains' consent. Best Brains acknowledges that the rights and duties in the agreement are personal to the franchisee, and the franchise was granted based on the franchisee's business skill, financial capacity, and personal character. If the franchisee wants to sell their rights under the agreement, the assets of the franchised business, or their ownership interest, they must obtain a bona fide, executed written offer from a responsible and fully disclosed purchaser and submit it to Best Brains. Best Brains then has 30 days to exercise its right of first refusal to purchase the interest at the offered price and terms, deducting any broker's fees from the purchase price.
If the franchisee is in full compliance with the agreement, Best Brains will not unreasonably withhold consent to a transfer of the agreement and the assets of the franchised business to an entity, provided that the entity's name does not include "BEST," "BRAIN," or "BRAINS," its activities are confined to operating the franchised business, the franchisee owns and controls all ownership interest, the entity assumes all of the franchisee's obligations, and the owners agree to be personally bound by the agreement. Any subsequent transfer of ownership interest in the entity is subject to Best Brains' consent, and the ownership shares must indicate that transfers are restricted and subject to Best Brains' consent. Additionally, the franchisee must pay all legal expenses incurred by Best Brains in connection with the transfer. The franchisee must also pay Best Brains a transfer fee of $2,500 for the transfer of either a Premium Learning Center or a Teacher Learning Center franchise and execute releases of all claims against Best Brains and its affiliates.