What is the consequence if a Bojangles Developer transfers interest in the Development Agreement without Franchisor consent?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
Accordingly, neither Developer nor any immediate or remote successor to any part of Developer's interest in this Agreement, nor any individual, partnership, corporation, limited liability company or other legal entity which directly or indirectly owns any interest in this Agreement or in Developer shall sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise encumber any direct or indirect interest in this Agreement, any rights or obligations hereunder or in Developer without the prior written consent of Franchisor, which consent shall not be unreasonably withheld. Any such proposed transfer shall be subject, where applicable, to Franchisor's option to purchase set forth in Paragraph IX.C. hereof. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of Franchisor required by this Paragraph IX. shall be null and void and shall constitute a material breach of this Agreement, for which Franchisor may then terminate without opportunity to cure pursuant to Paragraph VIII.C. of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 82–573)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, if a Developer transfers any interest in the Development Agreement without prior written consent from Bojangles, it constitutes a material breach of the agreement. This applies to any direct or indirect interest in the agreement, rights, or obligations.
As a consequence of such unauthorized transfer, Bojangles has the right to terminate the Development Agreement without providing an opportunity for the Developer to cure the breach. This means the Developer would lose the rights to further develop and construct Bojangles restaurants.
However, if the developer is operating any restaurants, they may continue to own and operate those restaurants, provided they are in full compliance with the terms and conditions of all franchise agreements. This remedy is available to Bojangles if the developer attempts to transfer any interest in the agreement without prior written consent.