Does Body Brain Center require prior approval for a Permitted Transfer?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
Agreement, provided that we shall, subsequent to any such assignment, remain liable for the performance of our obligations under this Agreement up to the effective date of the assignment. We may also delegate some or all of our obligations under this Agreement to one or more persons without assigning the Agreement.
- 19.2 By You. You understand that the rights and duties created by this Agreement are personal to you and the Owners and that we have granted the franchise in reliance upon the individual or collective character, skill, aptitude, attitude, business ability and financial capacity of you and your Owners. Therefore, neither you nor any Owner may engage in any Transfer other than a Permitted Transfer without our prior written approval. Any Transfer (other than a Permitted Transfer) without our approval shall be void and constitute a breach of this Agreement. We will not unreasonably withhold our approval of any proposed Transfer, provided that the following conditions are all satisfied:
- (i) the proposed transferee is, in our opinion, an individual of good moral character, who has sufficient business experience, aptitude and financial resources to own and operate a Body & Brain Center and otherwise meets all of our then applicable standards for franchisees;
- (ii) you and your Owners are in full compliance with the terms of this Agreement and all other agreements with us or our affiliate;
- (iii) all of the owners of the transferee have successfully completed or made arrangements to attend the initial training program (and the transferee has paid us the initial training fee for each new owner and manager who attends training);
- (iv) your landlord consents to your assignment of the lease to the transferee, or the transferee is diligently pursuing an approved substitute location within the Site Selection Area;
- (v) the transferee and its owners sign our then current form of franchise agreement, except that: (a) the Term and renewal term(s) shall be the Term and renewal term(s) remaining under this Agreement; and (b) the transferee need not pay a separate initial franchise fee;
- (vi) you or the transferee pay us a $3,000 transfer fee to defray expenses that
Source: Item 23 — RECEIPT (FDD pages 43–178)
What This Means (2025 FDD)
According to Body Brain Center's 2025 Franchise Disclosure Document, a franchisee needs prior written approval from Body Brain Center for any transfer that is not considered a Permitted Transfer. If a franchisee proceeds with a transfer without obtaining this approval, the action will be considered void and a breach of the agreement.
Body Brain Center will not unreasonably withhold approval for a proposed transfer if certain conditions are met. These conditions include ensuring the proposed transferee is of good moral character, possesses sufficient business experience, aptitude, and financial resources, and meets all of Body Brain Center's standards for franchisees. Additionally, the franchisee and owners must be in full compliance with all agreements with Body Brain Center, and all owners of the transferee must complete the initial training program and pay the associated training fee.
Further conditions for approval involve the landlord consenting to the lease assignment or the transferee actively seeking an approved substitute location. The transferee must also sign Body Brain Center's current franchise agreement, although the term and renewal terms will remain the same as the original agreement, and no separate initial franchise fee is required. A $3,000 transfer fee must be paid to Body Brain Center to cover expenses related to the transfer. Finally, the franchisee and owners must sign a general release for all claims arising before the transfer, and enter into an agreement to subordinate the transferee's obligations to the franchisor.
This requirement for prior approval and the outlined conditions are typical in franchising, as franchisors like Body Brain Center aim to maintain brand standards and ensure that new franchisees are well-qualified and financially stable. Franchisees should carefully review these conditions and understand the process for obtaining approval to avoid potential breaches of the franchise agreement.