Can a Bonchon franchisee assign or transfer their obligations under the Agreement without Stripe's consent?
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, a franchisee generally cannot assign or transfer any part of their interest in the Franchise Agreement, the franchise itself, their rights, privileges, or obligations under the agreement, the franchised business, the Bonchon Restaurant, or the rights to use the Bonchon System, Proprietary Marks, Confidential Information and Manuals without Bonchon's prior written consent. This restriction applies to any transfer, sale, or assignment, whether voluntary or involuntary, direct or indirect, or by operation of law.
Bonchon has entered into the agreement based on the franchisee's personal skills and qualifications, or those of their owners and managers if the franchisee is a business entity. Therefore, the agreement and the franchise are considered personal to the franchisee, making their obligations personal as well. Any attempt to assign or transfer the agreement or related interests without Bonchon's consent is considered null and void, constituting a material and incurable breach of the agreement, potentially leading to immediate termination upon notice, without an opportunity to cure the breach.
Bonchon may delegate its own obligations under the agreement to third-party designees, who are then obligated to perform those functions in compliance with the agreement. However, this does not grant the franchisee the same right to assign their obligations without consent. The FDD outlines specific conditions under which Bonchon will not unreasonably withhold consent to an assignment, such as when the assignment is to a business entity formed by the franchisee, provided certain requirements are met, or in the event of a sale to a third party where Bonchon does not exercise its right of first refusal and the proposed assignee meets certain qualifications.