Does Bojangles have the right to transfer its rights or obligations under the franchise agreement?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
XV. TRANSFER
- A. Franchisor shall have the right to transfer or assign all or any part of its rights or obligations herein to any person or legal entity.
- B. Transfer by Franchisee of the right to operate the restaurant, or any interest in this Agreement, the franchise rights and license rights, and/or in Franchisee are limited as follows:
(1) Franchisee's authority to transfer any interest under this Agreement is also subject to the terms of any other agreement between Franchisor and Franchisee, including a development agreement associated with this Agreement, which may impose additional conditions and limitations on Franchisee's right to transfer its interest under this Agreement.
(2) Franchisee understands and acknowledges that the rights and duties set forth in this Agreement are personal to Franchisee and its shareholders or members, and that Franchisor has granted this Agreement in reliance on Franchisee's business skill and financial capacity, and the business skill, financial capacity and personal character of Franchisee's shareholders or members.
Accordingly, neither Franchisee nor any immediate or remote successor to any part of Franchisee'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 the Restaurant, in this Agreement, or in Franchisee shall sell, assign, transfer, convey, give away, pledge, mortgage, grant a security interest in or otherwise encumber any direct or indirect right to operate the Restaurant, interest in this Agreement or franchise rights or license rights granted hereunder or any obligations hereunder or in Franchisee, without the prior written consent of Franchisor.
Any such proposed transfer shall be subject, where applicable, to Franchisor's option to purchase set forth in Paragraph XV.D. herein.
Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of Franchisor required by this Paragraph XV.B.(2) 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 XVI.B. of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, Bojangles has the right to transfer or assign all or any part of its rights or obligations under the franchise agreement to any person or legal entity. This means Bojangles can transfer its responsibilities and rights to another party. This is a standard clause in most franchise agreements, allowing the franchisor flexibility in business operations.
However, the franchisee's ability to transfer their rights is limited. The franchisee's authority to transfer any interest under the agreement is subject to the terms of any other agreement between Bojangles and the franchisee, including a development agreement, which may impose additional conditions and limitations. The franchisee acknowledges that the rights and duties in the agreement are personal to them and their shareholders or members, and that Bojangles granted the agreement in reliance on their business skill and financial capacity.
Therefore, the franchisee cannot sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise encumber any direct or indirect interest in the restaurant, the agreement, or the franchise rights without Bojangles's prior written consent, which, in some franchise agreements, shall not be unreasonably withheld. Any transfer without this consent is considered a material breach of the agreement, potentially leading to termination without an opportunity to cure the breach. Any proposed transfer is subject to Bojangles's option to purchase the franchise.