Under what conditions can a Bevaris Alliance franchisee assign their agreement?
Bevaris_Alliance Franchise · 2024 FDDAnswer from 2024 FDD Document
- 23.1 This agreement is personal to the Franchisee and the Individual, who, subject to clause 16 and clause 17 may not, without the prior written consent of the Franchisor (such consent not to be unreasonably conditioned, withheld or delayed), assign, transfer, mortgage, charge, declare a trust of, sub-contract, delegate or deal in any other manner with:
- (a) this agreement or any of their rights and obligations under it (or any document referred to in it); or
- (b) the Franchisee's Business, or purport to do any of the same.
- 23.2 The Franchisor may, at any time, assign (absolutely or by way of security and in whole or in part), transfer, mortgage, charge or deal in any other manner with the benefit of any or all of any other party's obligations or any benefit arising under this agreement.
- 23.3 If there is an assignment pursuant to clause 23.2:
- (a) the Franchisee and Individual shall discharge their obligations under this agreement to the Franchisor until they receive written notice of the assignment;
- (b) the assignee may enforce this agreement as if it were a party to it, but the Franchisor shall remain liable for its obligations under this agreement;
- (c) the liability of the Franchisee and Individual to any assignee cannot be greater than their liability to the Franchisor;
- (d) notwithstanding clause 27.3, the Franchisor may disclose to a proposed assignee any information in its possession that relates to this agreement or its subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment; and
- (e) any disclosure pursuant to clause 23.3(d) shall only be made after notice of the identity of the proposed assignee has been given to the Franchisee and Individual.
- 23.4 Each party to this agreement is acting on its own behalf and not for the benefit of another person.
Source: Item 23 — RECEIPT (FDD pages 22–88)
What This Means (2024 FDD)
According to the 2024 Bevaris Alliance Franchise Disclosure Document, the franchise agreement is personal to both the franchisee and the individual involved. As such, the franchisee is generally restricted from assigning, transferring, mortgaging, charging, declaring a trust of, sub-contracting, delegating, or otherwise dealing with the agreement, their rights and obligations, or the franchise business without obtaining prior written consent from Bevaris Alliance. This consent from Bevaris Alliance will not be unreasonably conditioned, withheld, or delayed, suggesting that there are reasonable grounds under which a transfer may be approved.
Bevaris Alliance, however, retains the right to assign, transfer, mortgage, charge, or otherwise deal with the benefits of any obligations or benefits arising from the agreement at any time. If Bevaris Alliance assigns the agreement, the franchisee and the individual are obligated to continue fulfilling their duties to Bevaris Alliance until they receive written notice of the assignment. The assignee then has the right to enforce the agreement as if they were a party to it, but Bevaris Alliance remains liable for its obligations under the agreement.
The liability of the franchisee and the individual to any assignee cannot exceed their liability to Bevaris Alliance. Furthermore, Bevaris Alliance is permitted to disclose information about the agreement, its subject matter, negotiations, and the other party to a proposed assignee, provided that notice of the proposed assignee's identity is given to the franchisee and the individual beforehand. This ensures transparency and allows the franchisee to be informed about potential changes in the agreement's management.