What is the dependency between the notice of transfer and the actual transfer of a Carbones Pizzeria franchise?
Carbones_Pizzeria Franchise · 2025 FDDAnswer from 2025 FDD Document
a. Throughout the term of this Agreement and any extension thereof, Franchisee shall not at any time, directly or indirectly, sell, assign, mortgage, pledge, grant a security interest in, encumber, make a gift of, or otherwise transfer or dispose of Franchisee's interest in this Agreement, the Franchise, the Restaurant or its business or any entity that directly or indirectly owns an interest in any of the foregoing (collectively, a "Transfer") except in accordance with the provisions of this Agreement. Should Franchisee desire to engage in a Transfer, Franchisee must first give written notice to Franchisor of the intention to make such a Transfer, setting out the precise terms and conditions of such proposed Transfer. Franchisor shall have an option for sixty (60) days after the date of receipt of such written notice to purchase the interest then owned by Franchisee upon the same terms and conditions as those set forth in the required notice.
If Franchisor does not exercise the option granted to it, then Franchisee may thereafter engage in the Transfer described in the required notice during the thirty (30) days immediately following the expiration of the sixty (60) day period hereinabove described; provided that such Transfer is made on precisely the same terms and conditions as those specified in the notice required hereunder; and provided, 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.
Source: Item 23 — RECEIPTS (FDD pages 30–116)
What This Means (2025 FDD)
According to Carbones Pizzeria's 2025 Franchise Disclosure Document, a franchisee cannot transfer their interest in the Franchise Agreement, the franchise, the restaurant, or its business without first providing written notice to Carbones Pizzeria. This notice must include the precise terms and conditions of the proposed transfer. Carbones Pizzeria then has a 60-day option to purchase the franchisee's interest under the same terms.
If Carbones Pizzeria waives its right of first refusal, the franchisee has a 30-day window following the 60-day period to complete the transfer. However, the transfer must occur under the exact terms specified in the initial notice. Any deviation, no matter how small, is not permitted. Additionally, the franchisee must obtain Carbones Pizzeria's prior written consent for the transfer.
If the transfer does not occur within that 30-day window, the interest is again subject to all transfer restrictions outlined in the agreement. This process ensures Carbones Pizzeria maintains control over who enters their franchise system and under what conditions a transfer can occur.