Can a Carvel franchisee transfer their franchise without prior written consent from Carvel?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
Accordingly, neither you nor any of the Owners or any successors to any part of your interest in this Agreement or the license may make any Transfer or permit any Transfer to occur without obtaining our prior written consent.
Any purported Transfer, without our prior written consent, will be null and void and will constitute a default under this Agreement, for which we may terminate this Agreement without opportunity to cure.
- A.
Requesting Consent.
If you or any of your Owners desire to make a Transfer, you must promptly provide us with written notice.
You agree to provide any information and documentation relating to the proposed Transfer that we reasonably require.
We have the right to communicate with both you, your counsel, and the proposed transferee on any aspect of a proposed Transfer.
No Control Transfer may be completed 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.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, a franchisee cannot transfer their franchise without prior written consent from Carvel. This restriction applies to the franchise agreement, the franchised business, and ownership interests. Any transfer without Carvel's consent is considered a default of the agreement, potentially leading to termination of the franchise without an opportunity to correct the issue. This policy ensures that Carvel maintains control over who operates its franchises and protects the brand's reputation.
To initiate a transfer, a Carvel franchisee must provide written notice to Carvel. The franchisee is required to supply all information and documentation related to the proposed transfer that Carvel reasonably requires. Carvel has the right to communicate with the franchisee, their counsel, and the proposed transferee to evaluate the transfer. A Control Transfer, which involves transferring the agreement, the business, or a controlling interest (20% or more) in the franchisee, requires at least 90 days' prior written notice and 60 days for evaluation after all information is received. Other transfers require at least 30 days for evaluation.
Carvel has the sole and absolute discretion to withhold consent for a transfer, except as provided in specific sections of the agreement. Carvel will not consent if the franchised business is not open and operating or if the transfer would cause a breach of another agreement. Consent to a transfer does not waive any claims Carvel has against the transferor or its right to demand compliance with the agreement terms. This stringent transfer policy underscores the importance Carvel places on the qualifications and suitability of its franchisees, ensuring they meet the brand's standards and protect its interests.