Is a transfer of the Browns Chicken franchise through inheritance (will or intestate succession) allowed without Brown's prior written approval?
Browns_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
interests and membership interests in an LLC), may be voluntarily, involuntarily, directly or indirectly assigned, subdivided, subfranchised or otherwise transferred by Franchisee or its owners (including without limitation by will, declaration of or transfer in trust or the laws of intestate succession) without the prior written approval of Brown, and any such assignment or transfer without such approval shall constitute a breach hereof and convey no rights to or interests in this Agreement, the Franchise, Franchisee or the Store.
C. Conditions For Approval of Transfer.
If Franchisee and its owners are in full compliance with this Agreement, Brown shall not unreasonably withhold its approval of a transfer that meets all the applicable requirements of this Paragraph.
The proposed transferee or its owner must be an individual of good moral character, must not be engaged in any activity which would be prohibited by Section 15 of this Agreement, and otherwise meet Brown's then applicable standards for Brown's franchisees.
A transfer of ownership in the Store may be made only in conjunction with a transfer of the Franchise.
Source: Item 22 — Contracts (FDD page 43)
What This Means (2025 FDD)
According to Browns Chicken's 2025 Franchise Disclosure Document, a transfer of the franchise through a will or intestate succession requires Browns Chicken's prior written approval. Specifically, the FDD states that interests in the franchise, including transfers via will or intestate succession, cannot be assigned or transferred without prior written approval from Browns Chicken. Any transfer without this approval constitutes a breach of the franchise agreement and conveys no rights to the agreement, the franchise, the franchisee, or the store.
However, the FDD also outlines conditions under which Browns Chicken will approve a transfer. If the franchisee and its owners are in full compliance with the agreement, Browns Chicken will not unreasonably withhold approval of a transfer that meets all applicable requirements. The proposed transferee must be of good moral character, not engaged in prohibited activities as defined in Section 15 of the agreement, and meet Browns Chicken's standards for franchisees.
In the event of the death or permanent disability of the franchisee (or the owner of a controlling interest), the executor, administrator, or other personal representative is required to transfer the interest in the franchise to a third party approved by Browns Chicken. This transfer must be completed within six months of the date of death or disability and is subject to all the terms and conditions applicable to transfers outlined in Section 22 of the franchise agreement. Failure to complete the transfer within this timeframe constitutes a breach of the agreement. The franchisee must also provide monthly written reports to Browns Chicken regarding the progress of the transfer from the date of death or disability until the transfer is completed.
During the transfer period following death or disability, the personal representative must appoint a manager to operate the store within 30 days, subject to Browns Chicken's approval. The appointed manager may be required to attend and complete Browns Chicken's training program and must execute a Confidentiality and Non-Competition Agreement. If Browns Chicken deems the store is not being managed properly, they reserve the right to appoint a manager for up to 30 days, with the costs of this interim management charged to the store's account. These provisions ensure that Browns Chicken maintains control over the brand and operations even during a transfer due to unforeseen circumstances.