Can Bumper Man unreasonably withhold consent for a transfer by the franchisee?
Bumper_Man Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Franchise Agreement | Summary |
|---|---|---|
| j. Assignment of contract | Section 16(a) | names, electronic mail address, websites, social media accounts and search engines related to the operation of the Bumper Business or the System or that otherwise associates you with the Bumper Man brand to us or our designee; de identification of your Bumper Man vehicle in accordance with our then-current standards described in the Manual; and compliance with all post-termination covenants and obligations, including without limitation confidentiality, competition and indemnification. No restriction on our right to assign. |
| by us | Section 16(b) | Includes any transfer of your interest in the |
| k. | Franchise Agreement, a controlling ownership | |
| "Transfer by you | interest in you or your interest in substantially all | |
| definition | of the assets of you or the Bumper Business. | |
| l. Our approval of transfer by you | Section 16(b) | We have the right to approve all transfers, but our consent will not be unreasonably withheld. |
| m. Conditions for our approval of transfer | Section 16(d) | Except as prohibited under state law, you must be in full compliance with the Franchise Agreement and you, your affiliates and your principals must be current on all amounts owed to us or our affiliates; your proposed transferee must meet all of our then-current requirements for new franchisees and have complied with the then-current training requirements; your proposed transferee and its principals must sign our then-current form of franchise agreement and all ancillary agreements; you and your proposed transferee must have agreed to the terms of the purchase agreement; you must pay a transfer fee; you and your principals must execute a general release in favor of us and our affiliates, principals, successors, assigns, employees and agents; and other conditions that we may reasonably require from time to time as part of our transfer policies (also see r below). |
| n. Our right of first refusal to acquire your business | Section 16(g) | We can match any bona fide offer for the Bumper Business. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 33–38)
What This Means (2025 FDD)
According to Bumper Man's 2025 Franchise Disclosure Document, Bumper Man has the right to approve all transfers of the franchise. However, the FDD specifies that Bumper Man's consent to a transfer will not be unreasonably withheld. This provision protects franchisees from arbitrary denials of transfer requests.
To gain approval for a transfer, a Bumper Man franchisee must meet several conditions. The franchisee must be in full compliance with the Franchise Agreement, and all outstanding amounts owed to Bumper Man or its affiliates must be current. The proposed transferee must meet all of Bumper Man's then-current requirements for new franchisees, including training. Both the transferee and its principals must sign Bumper Man's current form of franchise agreement and all ancillary agreements. The franchisee and transferee must agree to the terms of the purchase agreement, and the franchisee must pay a transfer fee. Additionally, the franchisee and its principals must execute a general release in favor of Bumper Man and its affiliates, principals, successors, assigns, employees, and agents. Finally, the franchisee must meet any other reasonable conditions that Bumper Man may require as part of its transfer policies.
Bumper Man also retains the right of first refusal to acquire the Bumper Business, meaning they can match any bona fide offer made by a potential buyer. This clause allows Bumper Man to maintain control over the franchise's ownership and direction. Franchisees looking to transfer their business should be aware of these conditions and the potential for Bumper Man to exercise its right of first refusal, as these factors can influence the transfer process and its outcome.