Does the Beverly Anns Cookie Franchise Owner Agreement define 'Owners'?
Beverly_Anns_Cookie Franchise · 2025 FDDAnswer from 2025 FDD Document
o offer you the same or similar negotiated terms or concessions. This Franchise Agreement does not grant you rights to pursue any of our or our affiliates' business concepts other than the Franchised Business.
3. FRANCHISEE AS ENTITY
Entity Representations
For purpose of this Franchise Agreement, "Owner(s)" means any person holding a direct or indirect ownership interest (whether of record, beneficially, or otherwise) or voting rights in you, this Franchise Agreement, or the Franchised Business. If you are a corporation, partnership, limited liability company or other form of business entity ("Entity"), you agree and represent that:
- 3.1.1 Authority. You have the authority to execute, deliver, and perform your obligations under this Franchise Agreement and all related agreements and are duly organized or formed, validly existing, and in good standing under the laws of the state of your incorporation or formation.
- 3.1.2 Company Documents. At our request, you will furnish copies of all documents and contracts governing the rights and obligations of your Owners (such as, Articles of Incorporation or Organization and partnership, operating or shareholder agreements or similar documents, the "Company Documents"). You will not alter, change, or amend your Company Documents, without obtaining our prior written approval, which approval we will not unreasonably deny or withhold, and will grant if such changes will not prevent you from performing your obligations under this Franchise Agreement.
- 3.1.3 Transfer Restrictions.
Source: Item 23 — RECEIPTS (FDD pages 57–235)
What This Means (2025 FDD)
According to the 2025 Beverly Anns Cookie Franchise Disclosure Document, the term 'Owners' is referenced within the context of franchisee obligations and transfer conditions, but a specific definition of 'Owners' is not provided.
The Franchise Agreement stipulates that franchisees must furnish copies of documents governing the rights and obligations of their Owners, such as Articles of Incorporation or Organization, partnership agreements, operating agreements, or shareholder agreements. These documents are referred to as "Company Documents." Beverly Anns Cookie requires that these Company Documents cannot be altered without prior written approval from Beverly Anns Cookie, ensuring that changes do not impede the franchisee's ability to fulfill their obligations under the Franchise Agreement.
Furthermore, the Franchise Agreement mandates that the franchisee's Company Documents include a statement restricting the issuance and transfer of ownership interests. Certificates and documents representing ownership interests must also bear a legend referencing these restrictions. Additionally, franchisees must provide a complete and accurate description of all Owners and their interests in Attachment B to the Franchise Agreement, updating this attachment to reflect any permitted changes.
In the event of a franchise transfer, Beverly Anns Cookie requires both the franchisee and each of their Owners to sign a general release, absolving Beverly Anns Cookie of any known or unknown claims arising before or during the transfer. This requirement underscores the importance of identifying and involving all Owners in significant franchise-related transactions. While the term 'Owners' is not explicitly defined, these provisions indicate that Beverly Anns Cookie considers anyone with an ownership interest in the franchisee entity as an 'Owner' for the purposes of these contractual obligations.