What is the required procedure for obtaining Body20's approval or consent under the franchise agreement?
Body20 Franchise · 2025 FDDAnswer from 2025 FDD Document
which these transactions take place. References to a "Controlling Interest" in you mean either (a) 20% or more of the direct or indirect legal or beneficial ownership interests in your Entity or (b) the acquisition of an ownership interest or other right or interest which grants the power (whether directly or indirectly) to direct or cause the direction of management and polices
of you or the Studio to any individual or Entity, or group of individuals or Entities, that did not have that power before that acquisition.
13.3 Transfer Procedure.
(a) Consent Required. This Agreement and the License are personal to you, and we have granted the License in reliance on your and your Owners' business skill, financial capacity, and personal character. Accordingly, neither you nor any of the Owners or any successors to any part of your interest in this Agreement or the License may make any Transfer or permit any Transfer to occur without obtaining our prior written consent, except as provided in Section 13.7 (Permitted Transfers). Any purported Transfer, without our prior written consent, will be null and void and will constitute an Event of Default (as herein defined), for which we may terminate this Agreement without opportunity to cure.
(b) Obtaining 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. Our consent to a Transfer does not constitute a waiver of any claims that we have against the transferor, nor is it a waiver of our right to demand exact compliance with the terms of this Agreement.
13.4 Control Transfer. For a proposed Control Transfer, in addition to any other conditions that we reasonably specify, the following conditions apply (unless waived by us):
- (a) You or your transferee must pay us the Transfer Fee;
(b) All of your accrued monetary obligations and all other outstanding obligations to us, our Affiliates, and approved suppliers shall be up to date, fully paid, and satisfied;
(c) You and your Affiliates must not be in default if any provision of this Agreement and any Related Agreements as of (i) the date of the request for our approval of the Transfer (or you must make arrangements satisfactorily to us to come into compliance by the date of the Transfer) and (ii) the date of the Transfer;
(d) You and your Owners must execute a general release, in a form that we prescribe, of any and all claims (to the extent permitted by Applicable Laws) against us, our Affiliates, and our and our Affiliates' past, present, and future officers, directors, mangers, members, equity holders, agents, and employees, including claims arising under Applicable Laws;
(e) You and your Owners must agree to remain liable for all of the obligations to us in connection with the Studio arising before the effective date of the Transfer and execute any and all instruments that we reasonably request to evidence such liability;
(f) You and your Owners must continue to be bound by the provisions of Sections 9 (Intellectual Property), 10 (Proprietary Information), 11 (Indemnification), and 12 (Noncompete Covenants) as if they were the Franchisee and this Agreement had expired or terminated as of the effective date of the Transfer;
(g) You must provide us with written notice from your landlord indicating that your landlord has agreed to transfer the Site Lease to your transferee;
(h) Your proposed transferee (or, if the transferee is not an individual, all owners of any legal or beneficial interest in the transferee) must demonstrate to our satisfaction that such transferee meets all of our then-current qualifications to become a franchisee, including not having any involvement with a Competitive Business. If the transferee or its Affiliates already own a Studio, the transferee and its Affiliates must not be in default under any of their agreements with us or our Affiliates, must have a good record of customer service and compliance with our System Standards, and must, in our sole opinion, have sufficient financial and operational capacity to operate additional Studios;
Source: Item 23 — RECEIPT (FDD pages 74–251)
What This Means (2025 FDD)
According to Body20's 2025 Franchise Disclosure Document, if a franchisee or any of their owners wishes to make a transfer of the franchise, they must provide Body20 with advance written notice. This notice must include a copy of all proposed contracts and any other information about the transfer and the potential transferee that Body20 reasonably requires. Body20 has the right to communicate with the franchisee, their counsel, and the proposed transferee regarding any aspect of the proposed transfer.
No transfer that requires Body20's consent can be completed until at least 60 days after Body20 receives written notice of the proposed transfer. Body20 has the sole and absolute discretion to withhold consent, except as otherwise provided in specific sections of the agreement related to transfers to an entity, permitted transfers, and transfers upon death, incapacity, or bankruptcy. Body20 may also condition its consent on compliance with any conditions that it specifies. If the Body20 studio is not open and operating, Body20 will not consent to the transfer of the agreement and is under no obligation to do so.
Body20's consent to a transfer does not waive any claims it has against the transferor, nor does it waive its right to demand exact compliance with the terms of the agreement. For a proposed control transfer, in addition to any other conditions that Body20 reasonably specifies, the franchisee or their transferee must pay Body20 the transfer fee. Also, all of the franchisee's accrued monetary obligations and all other outstanding obligations to Body20, its affiliates, and approved suppliers must be up to date, fully paid, and satisfied.
For a proposed control transfer, the proposed transferee and their representatives must successfully complete Body20's then-current training requirements at their expense. The proposed transferee must enter into a written assignment, in a form satisfactory to Body20, assuming and agreeing to discharge and guarantee all of the franchisee's obligations under the agreement, and must execute Body20's then-current form of personal guarantee. The proposed transferee must execute Body20's then-current franchise agreement for new franchisees and such other agreements as Body20 may require, which agreements will supersede the existing agreement in all respects. The terms of the new franchise agreement may differ significantly from the terms of the existing agreement, including different fees. The proposed transferee must make arrangements to modernize, renovate, or upgrade the studio, at its expense, to conform to Body20's then-current system standards for new studios. The proposed transferee must covenant that it will continue to operate the studio under the marks and using the system. Body20 must determine, in its sole discretion, that the purchase price and payment terms will not adversely affect the operation of the studio. The franchisee, their owners, the transferee, and its owners must execute a consent to transfer agreement in a form that Body20 prescribes that describes the conditions that must be complied with in order to obtain Body20's consent to the transfer.