What actions related to transferring rights or obligations under the Bonchon Franchise Agreement are prohibited?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
You understand and acknowledge that we have entered into this Agreement in reliance on and in consideration of your singular personal skill and qualifications (or, if you are a business entity, the personal skill and qualifications of your owners and managers), and the trust and confidence that we repose in you (or your owners and managers, if you are a business entity), and that this Franchise Agreement and the franchise conveyed hereunder is therefore personal to you and is your personal obligation. Accordingly, except as provided below, neither all nor any part of your interest in this Agreement; the franchise conveyed hereby; your rights, privileges or obligations under this Agreement; the franchised Business; your franchised Bonchon Restaurant; the ownership of your franchised Business; or, your rights to use the Bonchon System, Proprietary Marks, Confidential Information and Manuals may in whole or in part be assigned, sold, transferred, shared, sublicensed or divided, voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise, in any fashion without first obtaining our written consent in accordance with this Article 14 and without first complying with our right of first refusal pursuant to Section 14.06 below.
Any actual or attempted assignment, transfer or sale of this Agreement, the franchise conveyed hereunder, the franchised Business, your franchised Bonchon Restaurant, any ownership interest in you (if you are a business entity), any of the other interests, rights or privileges identified in the preceding paragraph, or any interest in any of these, in violation of the terms of this Article 14, will be null, void and of no effect, and will be a material and incurable breach of this Agreement which, unless we waive to the breach, will entitle us to terminate this Agreement immediately upon notice to you, with no opportunity to cure.
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, franchisees face significant restrictions on transferring their rights and obligations under the Franchise Agreement. Bonchon emphasizes that the agreement is personal to the franchisee, based on their skills and qualifications.
Specifically, franchisees are prohibited from assigning, selling, transferring, sharing, sublicensing, or dividing any part of their interest in the agreement without Bonchon's prior written consent. This includes the franchise itself, rights and obligations, the franchised business, the Bonchon Restaurant, ownership of the business, and the rights to use the Bonchon System, Proprietary Marks, Confidential Information, and Manuals. These restrictions apply to both voluntary and involuntary transfers, whether direct or indirect, and include transfers by operation of law.
Any attempt to transfer the agreement or related interests in violation of these terms will be considered null and void, constituting a material and incurable breach of the agreement. This breach could lead to immediate termination of the agreement by Bonchon, without any opportunity for the franchisee to rectify the situation. This highlights the importance of obtaining explicit written consent from Bonchon before undertaking any action that could be construed as a transfer of rights or obligations under the Franchise Agreement.