What is the dependency between the franchisee paying the transfer fee and Carbones Pizzeria consenting to the transfer?
Carbones_Pizzeria Franchise · 2025 FDDAnswer from 2025 FDD Document
ovided, further,* that Franchisee obtains the prior written consent of Franchisor for the Transfer. Such Transfer shall not be made on terms and conditions other than those set forth in the notice required hereunder, no matter now slight such variance might be. If the Transfer does not occur within such additional thirty (30) day period, such interest shall thereafter again be subject to all of the restrictions of this Agreement with respect to any Transfer.
- b. Franchisor, if it does not exercise its right of first refusal, will not unreasonably withhold consent to the Transfer of Franchisee's interest, but if any of the following conditions are not satisfied (without particular limitation to the following list) Franchisor shall be deemed to have reasonable grounds for withholding such consent:
- (1) Franchisor must be satisfied that the prospective purchaser has sufficient business qualifications and will comply with Franchisor's then current training requirements;
- (2) The prospective purchaser must execute such agreements as are being required of Franchisor's new franchisees at the time of the Transfer and the Franchisee must execute a general release in the form required by Franchisor;
Source: Item 23 — RECEIPTS (FDD pages 30–116)
What This Means (2025 FDD)
According to Carbones Pizzeria's 2025 Franchise Disclosure Document, the franchisee must pay a transfer fee of $5,000 at the time they seek consent from Carbones Pizzeria to transfer the franchise. Carbones Pizzeria will not unreasonably withhold consent to the transfer of a franchise interest. However, if certain conditions are not met, Carbones Pizzeria is deemed to have reasonable grounds for withholding consent.
Specifically, the franchisee must not be in default in the payment of any amounts owed to Carbones Pizzeria. The prospective purchaser must also execute agreements required of new franchisees at the time of the transfer, and the franchisee must execute a general release in the form required by Carbones Pizzeria. Additionally, the prospective purchaser and their employees must complete Carbones Pizzeria's initial training program before the transfer can be closed.
In essence, paying the $5,000 transfer fee is one of several preconditions that must be satisfied before Carbones Pizzeria will consider consenting to the transfer. Meeting this condition does not guarantee approval, as Carbones Pizzeria also assesses the qualifications of the buyer and ensures all other obligations are met.