Does Beverly Anns Cookie have the right to assign its option to purchase the Acquired Assets from the franchisee?
Beverly_Anns_Cookie Franchise · 2025 FDDAnswer from 2025 FDD Document
Upon the expiration or termination of this Franchise Agreement for any reason, we will have the right but not the obligation to purchase from you some or all of the assets used in the Franchised Business ("Acquired Assets"). We may exercise our option to begin this process by giving written notice to you at any time following expiration or termination up until 30 days after the later of: (a) the effective date of expiration or termination; or (b) the date you cease operating the Franchised Business (the "Specified Date"). We have the right to inspect the assets used in the Franchised Business in order to determine which we wish to acquire and any refusal by you to cooperate with our right to inspect will extend the Specified Date by an equal period. The term "Acquired Assets" means, without limitation, equipment, GR Vehicle, furnishings, fixtures, signs and inventory (non-perishable products, materials and supplies) used in the Franchised Business, all licenses necessary to operate the Franchised Business (if transferable) and the real estate fee simple or the lease or sublease for the Premises. Customer information and Customer Lists are owned by us and accordingly are not included within the definition of "Acquired Assets" and must be returned to us without charge upon expiration or termination. You may not sell the information or lists to a third party. We will be entitled to have the provisions in this Section enforced by a court of competent jurisdiction should you fail to meet your obligations. We will have the unrestricted right to assign this option to purchase the Acquired Assets. We or our assignee will be entitled to all customary representations and warranties, including that the Acquired Assets are free and clear (or, if not, accurate and complete disclosure) as to: (1) ownership, condition and title; (2) liens and encumbrances; (3) environmental and hazardous substances; and (4) validity of contracts and liabilities inuring to us or affecting the Acquired Assets, whether contingent or otherwise.
Source: Item 23 — RECEIPTS (FDD pages 57–235)
What This Means (2025 FDD)
According to Beverly Anns Cookie's 2025 Franchise Disclosure Document, upon the expiration or termination of the franchise agreement, Beverly Anns Cookie has the option to purchase some or all of the assets used in the franchised business, referred to as "Acquired Assets." These assets include equipment, the GR Vehicle, furnishings, fixtures, signs, inventory (non-perishable products, materials, and supplies), licenses necessary to operate the franchised business (if transferable), and the real estate or lease for the premises. Customer information and customer lists are owned by Beverly Anns Cookie and must be returned upon expiration or termination.
Beverly Anns Cookie can exercise this purchase option by providing written notice to the franchisee within 30 days after the expiration or termination date, or the date the franchisee ceases operating the business, whichever is later. Beverly Anns Cookie has the right to inspect the assets to determine which ones they want to acquire, and any refusal by the franchisee to cooperate with the inspection will extend the deadline for Beverly Anns Cookie to provide notice.
Importantly, Beverly Anns Cookie retains the unrestricted right to assign this option to purchase the Acquired Assets to another party. This means that Beverly Anns Cookie can transfer its right to purchase the assets to a third party, who would then be entitled to purchase the assets from the franchisee under the same terms and conditions. Beverly Anns Cookie or its assignee is entitled to customary representations and warranties, ensuring that the Acquired Assets are free and clear of any issues related to ownership, condition, title, liens, encumbrances, environmental and hazardous substances, and the validity of contracts and liabilities.