Besides the conditions Carvel may specify, what minimum conditions must be satisfied for a Control Transfer of a Carvel franchise?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
pleted until at least 60 days after we receive all requested information to evaluate the proposed Control Transfer. No other Transfer may be completed until at least 30 days after we receive all requested information to evaluate such proposed Transfer.
B. Granting Consent. We have sole and absolute discretion to withhold our consent, except as otherwise provided in Sections 16.4 through 16.7. Without limiting the foregoing, we will not consent to a Transfer, and we are under no obligation to do so, if (i) your Franchised Business is not open and operating; or (ii) the Transfer would cause a transferee or its owners to breach another agreement (whether or not with us). Our consent to a Transfer does not constitute a waiver of any claims that we have against the transferor, nor is it a waiver of our right to demand exact compliance with the terms of this Agreement.
16.3 Control Transfer. For a proposed Control Transfer, in addition to any other conditions that we may specify and without limiting in any way our sole and absolute discretion to grant or withhold consent for a proposed Control Transfer, at a minimum, the following conditions must be satisfied (unless waived by us):
A. You notify us in writing at least 90 days prior to any proposed Control Transfer and provide all requested information at least 60 days prior to any proposed Control Transfer.
- B. All sums you owe us and our affiliates are paid.
C. You are not (i) at the time of the Transfer request or the Transfer closing, in default in any material respect under this Agreement or any other agreement with us, or any of our affiliates, or any of our Approved Suppliers and (ii) you have not been during the Term, in default in any material respect under this Agreement or any other agreement with us, any of our affiliates, or any of our Approved Suppliers without curing such default within the applicable cure period.
D. The transferee and its proposed directors, officers, shareholders, partners, and members, as applicable, and its Manager and any other personnel we designate, who will be responsible for operating and managing the Business, satisfactorily complete before the date of Transfer our Management Training Program.
E. The transferee and its directors, officers, shareholders, partners, members, and managers, as applicable, meet our requirements for approval as new franchisees, including our requirements for proficiency in the English language. If the transferee, its affiliates, or any of its directors, officers, shareholders, partners, members, or managers owns an interest in another Business or another franchise licensed by one of our affiliates, those individuals or Entities must (i) at the time of the Transfer request or the Transfer closing, not be in default in any material respect under any agreement with us, any of our affiliates, or any suppliers, (ii) during the previous two years, not have been in default in any material respect under any agreement with us, our affiliates, or any suppliers without curing such default within the applicable cure period, and (iii) in our sole judgment, have been approved to develop and operate additional franchises.
F. Notwithstanding when the Franchised Business was last remodeled, the transferee agrees in writing that it will, at its expense, upgrade, and remodel the Franchised Business to conform to our then-current Standards for quality and appearance and trade dress within the time we reasonably specify; provided, however, if the Franchised Business conforms to our then-current Standards for appearance, the transferee will only address all items identified in the last quality assurance inspection, within the time we reasonably state.
G.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, a Control Transfer involves transferring control of the franchise to a new owner. In addition to any other conditions Carvel may specify, several minimum conditions must be met for a proposed Control Transfer, unless Carvel waives them.
First, the franchisee must notify Carvel in writing at least 90 days before the proposed Control Transfer and provide all requested information at least 60 days prior to the proposed transfer. Second, all sums owed to Carvel and its affiliates must be paid in full.
These stipulations ensure that Carvel has ample time to assess the potential new franchisee and that all outstanding financial obligations are settled before the transfer is completed. This protects Carvel's interests and maintains the integrity of the franchise system.
In addition, the franchisee must ensure the transferee agrees to upgrade and remodel the Franchised Business to meet Carvel's current standards for quality, appearance, and trade dress within a reasonable timeframe specified by Carvel. The transferee must also sign Carvel's then-current form of franchise agreement and related agreements, although they won't be required to pay the initial franchise fee, and the new agreement will expire on the same date as the original agreement. The transferee must also enter into a written assignment assuming all obligations under the agreement and execute Carvel's current personal guarantee form. The transferor, owners, guarantors, transferee, and all individual owners of the transferee must provide a written general release of all claims against Carvel. Carvel must receive a fully signed copy of all transfer documents. The transferor must pay Carvel a transfer fee equal to 50% of the then-current initial franchise fee. Finally, the transferor and owners must agree to remain liable for all obligations to Carvel related to the franchise before the transfer date and provide written notice from the landlord agreeing to transfer the Site Agreement to the transferee. Carvel must also determine that the purchase price and payment terms will not adversely affect the operation of the Franchised Business.