Under what conditions will Best Brains not unreasonably withhold consent to a transfer to an entity?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
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 will not unreasonably withhold consent to a transfer of the franchise agreement and assets to an entity if certain conditions are met. These conditions include that the entity's name cannot include "BEST," "BRAIN," or "BRAINS," and its activities must be confined exclusively to operating the franchisee's Best Brains business.
Additionally, the franchisee must own and control all ownership interest in the entity, and the entity must assume all of the franchisee's obligations under the franchise agreement. The owners of the entity must also agree to be personally bound by all provisions of the agreement and guarantee the franchisee's obligations. Any subsequent transfer of ownership interest in the entity is subject to Best Brains' consent, and the ownership shares must indicate that any transfer of interests is restricted and subject to Best Brains' consent.
Finally, the franchisee is responsible for paying all legal expenses and other charges incurred by Best Brains in connection with the transfer. Meeting these conditions does not guarantee approval, but it prevents Best Brains from unreasonably withholding consent, offering a pathway for franchisees to transfer their business to a corporate entity under specific, controlled circumstances.