Can Big Air Trampoline Park delegate its obligations and duties under the agreement?
Big_Air_Trampoline_Park Franchise · 2025 FDDAnswer from 2025 FDD Document
8.1 Franchisor shall have the absolute right to transfer or assign all or any part of its rights or obligations hereunder to any person or legal entity which assumes its obligation under this Agreement and Franchisor shall thereby be released from any and all further liability to Multi-Unit Developer.
8.2 By Multi-Unit Developer.
(a) Multi-Unit Developer understands and acknowledges that the rights and duties set forth in this Agreement are personal to Multi-Unit Developer and are granted in reliance upon the personal qualifications of Multi-Unit Developer or Multi-Unit Developer's principals. Multi-Unit Developer has represented to Franchisor that Multi-Unit Developer is entering into this Agreement with the intention of complying with its terms and conditions and not for the purpose of transferring the development and option rights hereunder.
- (b) Neither Multi-Unit Developer nor any partner, member, or shareholder thereof shall, without Franchisor's prior written consent, directly or indirectly assign, transfer, convey, give away, pledge, mortgage or otherwise encumber any interest in this Agreement or in Multi-Unit Developer.
Any proposed assignment occurring by operation of law or otherwise, including any assignment by a trustee in bankruptcy, without Franchisor's prior written consent, shall be a material default of this Agreement.
(c) Any assignment, transfer or other disposition by the Multi-Unit Developer of a single-unit Big Air Trampoline Facility within the Development Territory will be governed by the Franchise Agreement to which the single-unit Big Air Trampoline Facility is bound.
(d) Subject to the other provisions of Section 8 herein, including Section 8.2(c) above and Section 8.2(e) below, if Multi-Unit Developer wishes to sell, transfer or otherwise assign any portion, or all, of the Development Territory, the Multi-Unit Developer shall notify Franchisor, which may approve or disapprove the same in its sole discretion, and in addition Franchisor may require any or all of the following as conditions of its approval:
(i) All of the Multi-Unit Developer's accrued monetary obligations and all other outstanding obligations to Franchisor, its affiliates and suppliers must be fully paid and satisfied;
Source: Item 23 — RECEIPT (FDD pages 53–255)
What This Means (2025 FDD)
According to the 2025 FDD, Big Air Trampoline Park has the right to transfer or assign its rights and obligations under the agreement to another person or legal entity. If Big Air Trampoline Park does so, and the new entity assumes those obligations, Big Air Trampoline Park is released from further liability to the Multi-Unit Developer.
However, the Multi-Unit Developer's ability to assign their rights and duties is restricted. The FDD states that the rights and duties in the agreement are personal to the Multi-Unit Developer and granted based on their qualifications. Big Air Trampoline Park is relying on the Multi-Unit Developer to fulfill the terms of the agreement, not to transfer the development and option rights to someone else.
Therefore, the Multi-Unit Developer cannot directly or indirectly assign, transfer, convey, give away, pledge, mortgage, or encumber any interest in the agreement or in the Multi-Unit Developer entity without Big Air Trampoline Park's prior written consent. Attempting to do so, including through bankruptcy, is considered a material default of the agreement. Any assignment, transfer or other disposition by the Multi-Unit Developer of a single-unit Big Air Trampoline Facility within the Development Territory will be governed by the Franchise Agreement to which the single-unit Big Air Trampoline Facility is bound.
If the Multi-Unit Developer wants to sell, transfer, or assign any portion or all of the Development Territory, they must notify Big Air Trampoline Park, which can approve or disapprove the request at its sole discretion. Big Air Trampoline Park may also require that all accrued monetary obligations and other outstanding obligations to Big Air Trampoline Park, its affiliates, and suppliers are fully paid and satisfied as conditions of approval.