Can Body20 condition its consent to a transfer on compliance with specific conditions?
Body20 Franchise · 2025 FDDAnswer from 2025 FDD Document
g Consent. If you or any of your Owners desire to make a Transfer, you must promptly provide us with advance written notice and must submit a copy of all proposed contracts and other information concerning the Transfer and transferee that we reasonably require. We have the right to communicate with both you, your counsel, and the proposed transferee on any aspect of a proposed Transfer. No Transfer that requires our consent may be completed until at least 60 days after we receive written notice of the proposed Transfer. We have sole and absolute discretion to withhold our consent, except as otherwise provided in Sections 13.6 (Transfer to an Entity), 13.7 (Permitted Transfers), and 13.8 (Transfer Upon Death, Incapacity, or Bankruptcy), and we may condition our consent on compliance with any conditions that we specify. If your Studio is not open and operating, we will not consent to your Transfer of this Agreement, and we are under no obligation to do so.
Source: Item 23 — RECEIPT (FDD pages 74–251)
What This Means (2025 FDD)
According to Body20's 2025 Franchise Disclosure Document, Body20 has the right to condition its consent to a transfer on compliance with any conditions that they specify. This applies to transfers of the franchise agreement and the license. Body20 retains sole and absolute discretion to withhold consent, except as otherwise provided in specific sections regarding transfers to an entity, permitted transfers, and transfers upon death, incapacity, or bankruptcy.
For a proposed control transfer, Body20 may specify conditions that must be met unless waived. These conditions include paying a transfer fee and ensuring all monetary and outstanding obligations to Body20, its affiliates, and approved suppliers are up to date, fully paid, and satisfied. For transfers that do not result in a control transfer, the franchisee and/or transferee must generally satisfy the same conditions as control transfers, although some exceptions apply, such as not needing to obtain the landlord's consent, complete training, sign a new franchise agreement, or renovate the studio.
Furthermore, both the franchisee and the transferee (along with their respective owners) are required to execute a consent to transfer agreement in a form prescribed by Body20. This agreement outlines the specific conditions that must be met to secure Body20's consent for the transfer. These conditions ensure that Body20 maintains control over who operates a franchise and that the brand's standards and financial interests are protected during ownership changes.