When transferring a Bojangles development agreement, what must the transferor do regarding claims against Bojangles and its personnel?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
- (c) The transferor shall have executed a general release under seal, in a form satisfactory to Franchisor, of any and all claims against Franchisor and its officers, directors, shareholders or members, and employees, in their corporate and individual capacities, including, without limitation, claims arising under federal, state, and local laws, rules, and ordinances; and shall agree to remain liable to Franchisor for all affirmative obligations, covenants, and agreements contained herein for two (2) years following the effective date of transfer (or, if transferor retains a purchase money interest in the transferred business, for a period greater than two (2) years, until the interest is extinguished) or for such shorter period as Franchisor may, in its sole discretion, determine;
Source: Item 23 — RECEIPTS (FDD pages 82–573)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, if a developer seeks to transfer their development agreement, they must execute a general release. This release, in a form satisfactory to Bojangles, must waive any and all claims against Bojangles and its officers, directors, shareholders or members, and employees, in their corporate and individual capacities. This includes, but is not limited to, claims arising under federal, state, and local laws, rules, and ordinances.
Furthermore, the transferring developer must agree to remain liable to Bojangles for all affirmative obligations, covenants, and agreements contained within the development agreement for two years following the transfer's effective date. However, if the transferor retains a purchase money interest in the transferred business, this liability extends beyond two years, lasting until the interest is extinguished. Bojangles retains the sole discretion to determine a shorter period for this liability.
This requirement ensures that Bojangles is protected from potential legal claims arising from the developer's past actions or operations. It also provides a degree of continuity and accountability, as the transferring developer remains responsible for certain obligations for a defined period after the transfer. This condition is typical in franchise agreements to protect the franchisor's interests and maintain the integrity of the brand.