Under the Beverly Anns Cookie Franchise Agreement, what authority must the franchisee possess?
Beverly_Anns_Cookie Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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. Your Company Documents will recite that this Franchise Agreement restricts the issuance and transfer of any ownership interests in you, and all certificates and other documents representing ownership interests in you will bear a legend referring to this Franchise Agreement's restrictions.
- 3.1.4 Naming. You agree not to use the name "Beverly Ann's Cookie Truck" or any similar wording in the name of your Entity.
- 3.1.5 Owner Identification. You certify that Attachment B to this Franchise Agreement completely and accurately describes all of your Owners and their interests in you as of the Effective Date. You agree to sign and deliver to us a revised Attachment B to reflect any permitted changes in the information that Attachment B now contains.
- 3.1.6 Single Purpose Entity. The Franchised Business will be the only business that the Entity may operate, and your organizational documents must reflect this (although the Owners in the Entity
Source: Item 23 — RECEIPTS (FDD pages 57–235)
What This Means (2025 FDD)
According to the 2025 Beverly Anns Cookie Franchise Disclosure Document, a franchisee must have the authority to execute, deliver, and perform their obligations under the Franchise Agreement and all related agreements. Additionally, the franchisee must be duly organized or formed, validly existing, and in good standing under the laws of the state of their incorporation or formation. This ensures that the franchisee is legally capable of entering into and fulfilling the terms of the agreement.
This requirement is standard in franchising, as it protects Beverly Anns Cookie by ensuring that franchisees are legitimate business entities. It also allows Beverly Anns Cookie to request copies of all documents and contracts governing the rights and obligations of the franchisee's owners, such as Articles of Incorporation or Organization, partnership agreements, operating or shareholder agreements, or similar documents. The franchisee cannot alter, change, or amend these company documents without prior written approval from Beverly Anns Cookie, which will not be unreasonably denied or withheld if the changes do not prevent the franchisee from performing their obligations under the Franchise Agreement.
Furthermore, the franchisee's company documents must state that the Franchise Agreement restricts the issuance and transfer of any ownership interests in the franchisee's entity. All certificates and other documents representing ownership interests must bear a legend referring to these restrictions. The franchisee also agrees not to use the name "Beverly Ann's Cookie Truck" or any similar wording in the name of their entity. The franchised business must be the only business that the entity operates, and the organizational documents must reflect this, although the owners in the entity may have other business interests subject to any restrictions on competitive businesses contained in the Franchise Agreement.