According to the Byrider franchise agreement, what is included in the definition of 'Transfer'?
Byrider Franchise · 2025 FDDAnswer from 2025 FDD Document
14.3 Assignment by Franchisee to Third Party.
A. The Franchisee understands and acknowledges that the rights and duties this Agreement creates are personal to the Franchisee and its owners and that the Company has granted the Franchisee the franchise in reliance upon its perceptions of the Franchisee's and its owners' individual or collective character, skill, aptitude, attitude, business ability, and financial capacity. Accordingly, none of the following (each a "Transfer") may be transferred without the Company's prior written approval which will not be unreasonably withheld: (i) this Agreement (or any interest in this Agreement); (ii) the Franchisee's Business (or any right to receive all or a portion of the Franchisee's Business' profits or losses or capital appreciation related to the Franchisee's Business); (iii) the right to occupy the Business Location; (iv) substantially all of the assets of the
Franchisee's Business; (v) any ownership interest in the Franchisee (if the Franchisee is a legal entity); or (vi) any ownership interest in any of the Franchisee's owners (if such owners are legal entities). A transfer of the ownership, possession or control of the Franchisee's Business, or substantially all of its assets, may be made only with a transfer of the franchise granted under this Agreement. Any transfer without the Company's approval is a breach of this Agreement and has no effect.
A "transfer" shall not include a transfer of a deceased owner's ownership interest in Franchisee or Franchisee's owner to an existing owner so long as a new majority owner, if any, signs all documents a majority owner is required to sign under this Agreement.
- B.
In this Agreement, the term "Transfer" includes a voluntary, involuntary, direct, or indirect assignment, sale, gift, or other disposition.
An assignment, sale, gift, or other disposition includes the following events:
(1) merger or consolidation or issuance of additional securities or other forms of ownership interest;
(2) any sale of a security convertible to an ownership interest;
Source: Item 23 — Receipts (FDD pages 88–335)
What This Means (2025 FDD)
According to Byrider's 2025 Franchise Disclosure Document, the term 'Transfer' is broadly defined within the franchise agreement. Byrider requires franchisees to understand that the rights and duties created by the agreement are personal to them and their owners. The franchise is granted based on Byrider's assessment of the franchisee's character, skills, business acumen, and financial capacity.
Therefore, any of the following actions are considered a 'Transfer' and require Byrider's prior written approval: transferring the agreement itself or any interest in it; transferring the franchisee's business or any right to its profits, losses, or capital appreciation; transferring the right to occupy the business location; transferring substantially all of the business's assets; transferring any ownership interest in the franchisee (if it's a legal entity); or transferring any ownership interest in the franchisee's owners (if they are legal entities). Transferring ownership, possession, or control of the business or its assets can only occur with a transfer of the franchise. Any transfer without Byrider's approval constitutes a breach of the agreement and is considered ineffective.
The term 'Transfer' encompasses any voluntary, involuntary, direct, or indirect assignment, sale, gift, or other disposition. Specific events that fall under this definition include mergers, consolidations, the issuance of additional securities, the sale of securities convertible to an ownership interest, or other forms of ownership interest. The only exception to this is the transfer of a deceased owner's interest to an existing owner, provided that any new majority owner signs all required documents.