What must a Bigfoot Forestry franchisee or owner do to initiate a transfer that is not a Permitted Transfer?
Bigfoot_Forestry Franchise · 2025 FDDAnswer from 2025 FDD Document
that we shall, subsequent to any such assignment, remain liable for any obligations incurred by us prior to the effective date of the assignment. We may also delegate our obligations under this Agreement to one or more Persons without assigning the Agreement.
19.2. By You. The rights and duties created by this Agreement are personal to you and the Owners. We are granting you franchise rights in reliance upon the character, skill, attitude, business ability and financial resources of you and your Owners. Because this Agreement is a personal services contract, neither you nor any Owner may engage in a Transfer (other than a Permitted Transfer) without our prior approval. Any Transfer (other than a Permitted Transfer) without our approval is void and constitutes a breach of this Agreement. We will not unreasonably withhold our approval of a proposed Transfer if all of the following conditions are satisfied:
- (a) we believe the proposed transferee has sufficient business experience, aptitude and financial resources to own and operate a Bigfoot Forestry Business and meets our minimum criteria for franchisees;
- (b) you and your affiliates and Owners are in full compliance with all Definitive Agreements;
- (c) the transferee's owners successfully complete, or make arrangements to attend, the initial training program and the transferee pays us any applicable training fee;
- (d) the transferee and its owners obtain all licenses and permits required by applicable Law to own and operate the Bigfoot Forestry Business;
- (e) the transferee: (i) agrees to guarantee and perform your obligations under this Agreement and
related contracts (including customer contracts, supplier contracts, warranty work, service guarantees and service plans); and (ii) signs any agreement we require to confirm the foregoing;
(f) the transferee and its owners sign our then-current form of franchise agreement (unless we instruct you to assign this Agreement to the transferee) except that: (i) the Term and renewal term(s) shall be the Term and renewal term(s) remaining under this Agreement unless we specify otherwise; and (ii) the transferee need not pay a separate initial franchise fee;
(g) the transferee agrees to upgrade Technology Systems, operating equipment and tools to conform to our then-current standards and specifications (these changes must be completed within 180 days after the Transfer or such shorter period of time that we specify);
(h) you or the transferee pay us a $10,000 transfer fee to defray expenses we incur in connection with the Transfer (in addition to the transfer fee, you must reimburse us for any commission we pay our broker if our broker finds the transferee);
(i) you and your Owners sign a General Release;
(j) you agree to subordinate the transferee's financial obligations to you to the transferee's financial obligations owed to us pursuant to the franchise agreement (we may require you to enter into a written subordination agreement);
(k) we choose not to exercise our right of first refusal described in §19.5; and
(l) you or the transferring Owner, as applicable, and the transferee satisfy all other conditions we reasonably require as a condition to approval of the Transfer.
Source: Item 23 — RECEIPT (FDD pages 42–162)
What This Means (2025 FDD)
According to the 2025 Bigfoot Forestry FDD, if a franchisee or owner wants to engage in a transfer that is not considered a "Permitted Transfer", they must first obtain prior approval from Bigfoot Forestry. A "Permitted Transfer" includes transfers between existing owners, transfers to a new Developer Entity where the original owners maintain 100% ownership and control, or transfers of less than 20% of the equity interests in the Development Business or Developer Entity, provided the Managing Owner retains at least 20% ownership. Any transfer outside these parameters requires franchisor approval.
Bigfoot Forestry will not unreasonably withhold approval for a transfer if certain conditions are met. These conditions include Bigfoot Forestry believing the proposed transferee has sufficient business experience, aptitude, and financial resources and meets Bigfoot Forestry's minimum criteria for franchisees. Additionally, the franchisee, their affiliates, and owners must be in full compliance with all Definitive Agreements. The transferee's owners must also successfully complete the initial training program or make arrangements to attend, and pay any applicable training fee. The transferee and its owners must obtain all required licenses and permits to operate the Bigfoot Forestry Business.
Furthermore, the transferee must agree to guarantee and perform the franchisee's obligations under the Franchise Agreement. The franchisee or the transferee must pay a $10,000 transfer fee, and reimburse Bigfoot Forestry for any commission paid to a broker if the broker found the transferee. All Franchise Agreements must be assigned to the transferee, including payment of any transfer fee imposed under each Franchise Agreement. The franchisee and their Owners must sign a General Release, and Bigfoot Forestry must choose not to exercise its right of first refusal. Finally, the transferring owner and the transferee must satisfy all other conditions Bigfoot Forestry reasonably requires for approval of the transfer.
It is important to note that a franchisee cannot transfer less than all development rights, meaning they cannot retain the right to develop any Bigfoot Forestry Business after the transfer. Consent to a transfer does not waive any claims Bigfoot Forestry may have against the transferor, nor does it waive Bigfoot Forestry's right to demand compliance from the transferee with the area development agreement. Even for a Permitted Transfer that does not require prior approval, the franchisee must give Bigfoot Forestry at least 10 days' prior notice and, if the transfer results in a new Developer Entity, cause the former Developer Entity to sign a corporate guarantee.