Are there any limitations on a Bojangles franchisee's ability to transfer the right to operate the restaurant, any interest in the agreement, franchise rights, license rights, or their interest in the franchisee entity?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
The foregoing remedies shall be in addition to any other remedies Franchisor may have.
XIII. 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, in 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, which may impose additional conditions and limitations on Franchisee's right to transfer its interest under this Agreement.
- 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, or otherwise encumber any direct or indirect interest in 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, 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 XIII.C. herein.
Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of Franchisor required by this Paragraph XIII.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 XIV.B. of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, a franchisee's ability to transfer any interest in the franchise, the rights to operate the restaurant, or any interest in the agreement is limited. Specifically, Bojangles requires the franchisee to obtain prior written consent from the franchisor before any transfer can occur. This consent will not be unreasonably withheld.
The FDD states that the rights and duties outlined in the agreement are personal to the franchisee and their shareholders or members. Bojangles grants the agreement based on their reliance on the franchisee's business skills, financial capacity, and personal character. Therefore, any direct or indirect interest in the restaurant, the agreement, or the franchise itself cannot be sold, assigned, transferred, conveyed, given away, pledged, mortgaged, or otherwise encumbered without the franchisor's prior written consent.
Furthermore, any proposed transfer is subject to Bojangles's option to purchase the franchise. If a transfer occurs without the required written consent from Bojangles, it will be considered null and void, constituting a material breach of the agreement. This breach could lead to termination of the franchise agreement without an opportunity to cure the breach.
Additionally, the franchisee's authority to transfer any interest under the agreement is subject to the terms of any other agreements between Bojangles and the franchisee, including any development agreements, which may impose additional conditions and limitations on the franchisee's right to transfer its interest under the Franchise Agreement.