What documentation must be included in a Brueggers Bagels franchisee's request for approval of a proposed transfer?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
usiness entity, on the business skill, financial capacity, and personal character of Franchisee's owners and management). Accordingly, except as provided in Section 16.3, neither you nor any immediate or remote successor to any interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you, will sell, assign, transfer, convey, pledge, encumber or give away any direct or indirect interest in this Agreement, in you, or in substantially all of the assets of the Bakery, without our prior written consent as provided in Sections 16.5 and 16.7, which will not be unreasonably withheld. You must notify us in writing of any proposed transfer at least thirty (30) days before the transfer is to take place, and must provide all information and documentation relating to the proposed transfer that we reasonably request.
- 16.3. Employee Ownership Plan. If Franchisee is a business entity, your owner or owners may, without our prior written consent, sell, assign, transfer or give away to employees of Franchisee an aggregated amount of not more than twenty percent (20%) of Franchisee's outstanding equity, including the equity interest granted to the Operating Partner as required under Section 8.21 above provided: (i) we receive written notice of each transfer at least thirty (30) days before the transfer, which notice must identify the transferee, describe the transferee's position of employment, and include a calculation demonstrating that the planned transfer complies with this Section 16.3; and (ii) the transfer, when combined with all prior transfers of equity in Franchisee, does not result in a transfer of more than twenty percent (20%) of the outstanding equity or in a change of control of Franchisee.
- 16.4. Our Right of First Refusal. We have the right, exercisable within thirty (30) days after receipt of a written request for our approval of a proposed transfer pursuant to this Section 15.2, to purchase the interest proposed to be transferred. The request for approval of transfer must include a true and complete copy of the term sheet, letter of intent, proposed purchase agreement, assignment document, or any other document necessary to implement the transfer, and not be subject to financing or any other contingencies.
Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
According to Brueggers Bagels's 2025 Franchise Disclosure Document, a franchisee must notify Brueggers Bagels in writing at least 30 days before any proposed transfer. This notification must include all information and documentation relating to the proposed transfer that Brueggers Bagels reasonably requests.
If the transfer is to an affiliated franchisee, Brueggers Bagels requires written notice at least 30 days before the transfer. This notice must identify the transferee, describe the transferee's position of employment, and include a calculation demonstrating that the planned transfer complies with the terms of the agreement.
For transfers of equity to employees, Brueggers Bagels requires written notice at least 30 days before the transfer, which must identify the transferee, describe the transferee's position of employment, and include a calculation demonstrating that the planned transfer complies with the agreement. This is particularly relevant when the transfer, combined with prior transfers, approaches or exceeds 20% of the outstanding equity or results in a change of control.
In cases of death, incapacity, or bankruptcy, the executor, administrator, personal representative, or trustee must apply in writing to Brueggers Bagels for consent to transfer the person's interest within 3 months of the event. The transfer will be subject to the provisions outlined in the agreement.