Under what conditions is Bhc Franchisor's consent to a proposed assignment deemed approved?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
(a) This Agreement is being executed by Franchisor in reliance upon and in consideration of the unique skills and qualifications of Master Franchisee and the Principal Equity Operators and the trust and confidence reposed in them by Franchisor. Therefore, neither Master Franchisee's interest in this Agreement and the Franchise granted hereunder, nor all or substantially all of the assets of the BHC Restaurant, nor a controlling or non-controlling interest in Master Franchisee (if an entity), may be assigned, transferred, shared or divided, voluntarily or involuntarily, in whole or in part, by operation of law or otherwise, in any manner (collectively, "Assignment by Master Franchisee"), without Franchisor's prior written consent and, except for any transfer of a non-controlling interest, subject to Franchisor's right of first refusal provided for in section 12.3 hereof, and transfer to an Affiliated Entity provided for in section 12.6 hereof. Franchisor's consent to a specific Assignment by Master Franchisee is not cumulative and will not apply to any subsequent assignments, in respect of each of which Master Franchisee must comply with this section 12.2.
(b) Prior to any Assignment by Master Franchisee, Master Franchisee must notify Franchisor of Master Franchisee's intent to sell, transfer or assign the Franchise, all (or substantially all) the assets of the BHC Restaurant, or a controlling or non- controlling interest in Master Franchisee (if an entity). The notice must be in writing, delivered to Franchisor in accordance with section 16.1 hereof and include the following:
(i) the proposed transferee's name and address;
(ii) a copy of all agreements related to the sale, assignment, or transfer of the Franchise, the assets of the BHC Restaurant, or the controlling interest in Master Franchisee (if an entity); and
(iii) the proposed transferee's application for approval to become the successor Master Franchisee (this application must include all forms, financial disclosures and related information generally used by Franchisor when interviewing prospective new Master Franchisees, if Franchisor makes those forms available to Master Franchisee.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
Based on the 2025 Franchise Disclosure Document, Bhc's consent to a specific assignment by a franchisee is not cumulative and won't apply to any subsequent assignments. For each assignment, the franchisee must comply with section 12.2 of the agreement. Prior to any assignment, the franchisee must notify Bhc of their intent to sell, transfer, or assign the franchise, its assets, or a controlling interest in the franchisee entity. This notice must be written and delivered to Bhc according to section 16.1 of the agreement.
The notice must include the proposed transferee's name and address, copies of all agreements related to the sale, assignment, or transfer, and the proposed transferee's application for approval to become the successor franchisee. This application should include all forms, financial disclosures, and related information generally used by Bhc when interviewing prospective new franchisees, if Bhc makes these forms available to the franchisee. If these forms are not readily available, the franchisee must request that Bhc deliver them via business courier within 15 calendar days.
After receiving the proposed transferee's application, Bhc will notify the franchisee and the proposed transferee of any additional information or documentation needed to complete the transfer application. If Bhc's standards for approving new or renewing franchisees are not readily available to the franchisee when they notify Bhc of their intent to sell, transfer, or assign the franchise, Bhc will communicate these standards to the franchisee within 15 calendar days. The FDD does not specify any conditions under which consent is automatically granted.