Does the Camp Margaritaville agreement allow either party to assign their rights and obligations?
Camp_Margaritaville Franchise · 2025 FDDAnswer from 2025 FDD Document
- 8.5 Assignment.
This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, legal representatives, and successors and assigns; provided, however, that the Parties shall have the right to assign their rights and obligations under this Agreement only with the prior written consent of the other Party, which consent shall not be unreasonably withheld.
Any purported assignment without prior written consent of the other Party shall be null and void.
Notwithstanding the foregoing, Margaritaville shall have the right and power, without the Buffett's prior consent, to assign its rights and obligations hereunder, in whole or in part, to any Affiliate or to any person or corporation succeeding to substantially Margaritaville's entire business as related to the Field as a result of sale, consolidation, reorganization, or otherwise.
Source: Item 23 — RECEIPTS (FDD pages 72–406)
What This Means (2025 FDD)
According to the 2025 Camp Margaritaville FDD, the franchise agreement outlines specific conditions for assignment of rights and obligations by both parties. Generally, both Camp Margaritaville and the franchisee can assign their rights and obligations, but with limitations.
Camp Margaritaville's ability to assign its rights and obligations without the franchisee's consent is broader. Camp Margaritaville can assign its rights and obligations to an affiliate or to a successor entity that acquires substantially all of Camp Margaritaville's business related to the specific field as a result of a sale, consolidation, reorganization, or other similar transaction.
The franchisee's ability to assign is more restricted, requiring prior written consent from Camp Margaritaville. This consent will not be unreasonably withheld if certain conditions are met, such as the transfer not being to a competing brand, not materially harming Camp Margaritaville, and the transferee meeting Camp Margaritaville's standards for franchisees. Additionally, the franchisee must be in substantial compliance with the agreement and have paid all amounts due to Camp Margaritaville. The transferee may also need to sign Camp Margaritaville's current franchise agreement. Any assignment without the required prior written consent is considered null and void.