factual

Can Brueggers Bagels transfer or assign the franchise agreement to another party?

Brueggers_Bagels Franchise · 2025 FDD

Answer from 2025 FDD Document

surance at any time, including excess liability insurance, to reflect inflation, new risks, changes in the law or standards of liability, higher damage awards or other relevant changes in circumstances. All public liability and property damage policies must contain a waiver by the insurance company of subrogation rights against us and our affiliates, successors and assigns. If you fail to maintain the insurance required by this Agreement, we have the right (but no obligation) to obtain insurance on your behalf. If we do so, you agree to reimburse us for the cost of insurance, plus a reasonable fee for our services.

16. SALE OR ASSIGNMENT

  • 16.1. By Us. We have the right to transfer or assign this Agreement or any part of our rights or obligations under this Agreement to any person or legal entity. You agree that we will have no liability after the effective date of the transfer or assignment for the performance of any obligations hereunder. You acknowledge that we can sell our assets; sell securities in a public offering or in a private placement; merge with, acquire, or be acquired by another company; or undertake a refinancing, recapitalization, leveraged buy-out, or other economic or financial restructuring, without restriction and without affecting your obligations under this Agreement.
  • 16.2. By You. You acknowledge that the rights and duties set forth in this Agreement are personal to you and that we have granted these rights in reliance on your business skill, financial capacity, and personal character (or, if Franchisee is a business 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.

Source: Item 22 — CONTRACTS (FDD page 61)

What This Means (2025 FDD)

According to Brueggers Bagels' 2025 Franchise Disclosure Document, Brueggers Bagels as the franchisor, has the right to transfer or assign the Franchise Agreement, or any part of its rights or obligations, to any person or legal entity. Brueggers Bagels will not have any liability after the effective date of the transfer or assignment for the performance of any obligations under the agreement. Brueggers Bagels can sell its assets; sell securities in a public offering or in a private placement; merge with, acquire, or be acquired by another company; or undertake a refinancing, recapitalization, leveraged buy-out, or other economic or financial restructuring, without restriction and without affecting the franchisee's obligations under the Franchise Agreement.

However, the franchisee's ability to transfer the agreement is restricted. The FDD states that the rights and duties set forth in the agreement are personal to the franchisee, and Brueggers Bagels has granted these rights in reliance on the franchisee's business skill, financial capacity, and personal character (or, if the franchisee is a business entity, on the business skill, financial capacity, and personal character of the franchisee's owners and management). Therefore, the franchisee cannot transfer the agreement except as provided in Section 16.3 of the agreement.

To transfer the Brueggers Bagels franchise, the franchisee must meet several conditions, including satisfying all accrued monetary obligations and other outstanding obligations to Brueggers Bagels and its affiliates, not being in default of any provision of the Franchise Agreement, and executing a general release of any and all claims against Brueggers Bagels. The transferee must also enter into a written assignment, agreeing to discharge all of the franchisee's obligations under the Franchise Agreement, and meet Brueggers Bagels' educational, managerial, and business standards. Additionally, the franchisee must pay a transfer fee equal to 50% of the initial franchise fee Brueggers Bagels is then charging for new Bakery franchises.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.