Under what circumstances can Bojangles purchase the assets of all Restaurants that the Developer has opened under the Development Agreement?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
- (5) Purchase the assets of all, but not less than all, Restaurants that Developer has opened under this Development Agreement, but this remedy shall only be available to Franchisor upon the following circumstances:
- (a) If Developer or any shareholder or member of Developer transfers or purports or attempts to transfer any interest in this Agreement, any rights or obligations under this Agreement or any interest in Developer to any third party without Franchisor's prior written consent, contrary to the terms of Paragraph IX of this Agreement;
- (b) If Developer or any franchisee under a Franchise Agreement entered into pursuant to this Agreement ceases to operate or otherwise abandons, or attempts to cease to operate or abandon, any Restaurant or enters into an agreement to sell or otherwise transfer, or sells or otherwise transfers, or purports or attempts to sell or otherwise transfer, the real property upon which the Restaurant is situated, or substantially all right, title and interest in and to the Restaurant or real property lease, or substantially all of the assets of Developer, of the franchisee or of any Restaurant, without Franchisor's prior written consent, and Developer and the franchisee have failed to give adequate assurances and provide the performance bond as provided in Paragraph VIII. C. (6).
Source: Item 23 — RECEIPTS (FDD pages 82–573)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, Bojangles has the option to purchase the assets of all Restaurants that a Developer has opened under the Development Agreement, but not less than all, under specific circumstances. These circumstances are triggered if the Developer attempts to transfer any interest in the Development Agreement, rights, or obligations to a third party without Bojangles's prior written consent, violating the terms outlined in Paragraph IX of the agreement.
Another condition that allows Bojangles to purchase the assets arises if the Developer or any franchisee operating under a Franchise Agreement made pursuant to the Development Agreement ceases operation, abandons a Restaurant, attempts to do so, or enters into an agreement to sell or transfer the real property where the Restaurant is located, or sells or transfers substantially all rights, title, and interest in the Restaurant or real property lease, or substantially all of the assets of the Developer, the franchisee, or any Restaurant, without Bojangles's prior written consent. In addition, the Developer and franchisee must fail to provide adequate assurances and a performance bond as detailed in Paragraph VIII. C. (6).
These stipulations are in place to protect Bojangles's interests and ensure that the Development Agreement is adhered to, particularly regarding control over the transfer of ownership and the continued operation of Restaurants under the Bojangles system. For a prospective franchisee, this means understanding that any transfer of interest or cessation of operations without Bojangles's consent could lead to Bojangles purchasing all of the Restaurants' assets.