Does the Buff City Soap franchisor have to get approval from the developer to assign the agreement?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement (and the relationship of the parties which arises from this Agreement) grants Franchisor the right to make decisions, take actions and/or refrain from taking actions which are not inconsistent with Developer's explicit rights and obligations hereunder or under Applicable Law and that may affect favorably or adversely Developer's interest. Developer acknowledges and agrees that Franchisor may operate and change the System and Franchisor's business in any manner that is not expressly and specifically prohibited by this Agreement, the Franchise Agreements or Applicable Law. Whenever Franchisor has reserved in this Agreement a right and/or discretion to take or withhold an action, or to grant or decline to grant Developer a right to take or withhold an action, except as otherwise expressly and specifically provided in this Agreement or prohibited by Applicable Law, Franchisor may make its decision or exercise its right and/or discretion on the basis of its judgment of what is in its best interests, including its judgment of what is in the best interests of the Buff City Soap franchise network, at the time Franchisor's decision is made, without regard to: (1) whether other reasonable or even arguably preferable alternative decisions or actions could have been made by Franchisor; (2) whether Franchisor's decision or the action it takes promotes its financial or other individual interest; (3) whether its decision or the action it takes applies differently to Developer and one or more other franchisees; or (4) whether Franchisor's decision or the exercise of its rights is adverse to Developer's individual interest or the individual interests of any other particular franchisees. Franchisor will have no liability to Developer for any such decision or exercise of its rights. Without limiting the foregoing, Franchisor will have no obligation to ensure that the Makeries are developed and operated in accordance with Applicable Law and will have no liability in the event Developer's development of the Makeries violates Applicable Law.
Source: Item 23 — Receipts (FDD pages 69–186)
What This Means (2025 FDD)
Based on the 2025 Buff City Soap Franchise Disclosure Document, the franchisor, Buff City Soap Franchising, LLC, retains specific rights that could affect a developer's interests but does not explicitly require the franchisor to obtain approval from the developer to assign the agreement. The agreement grants the franchisor the right to make decisions and take actions, or refrain from taking actions, that are consistent with the developer's explicit rights and obligations. These actions can affect the developer's interests either favorably or adversely.
The franchisor has the discretion to operate and change the Buff City Soap system and business in any manner not expressly prohibited by the agreement, franchise agreements, or applicable law. This includes the right to make decisions or exercise rights based on its judgment of what is in its best interests or the best interests of the Buff City Soap franchise network. The franchisor's decisions do not have to be the most reasonable or preferable, nor do they have to equally apply to all franchisees.
Prospective franchisees should note that the franchisor's decisions can be adverse to an individual franchisee's interests without creating liability for the franchisor. The franchisor also has no obligation to ensure that the Makeries are developed and operated in accordance with applicable law and will not be liable if the developer's actions violate applicable law. Therefore, it is important for potential developers to fully understand their rights and obligations under the agreement and to seek legal counsel to assess the implications of these provisions.