If a proposed Carvel transfer would cause the transferee to breach another agreement, will Carvel consent?

According to Carvel's 2025 Franchise Disclosure Document, Carvel has the sole and absolute discretion to withhold consent for a transfer. Specifically, Carvel will not consent to a transfer if the transfer would cause the transferee or its owners to breach another agreement, regardless of whether that agreement is with Carvel. This gives Carvel broad authority to deny a transfer if it perceives a conflict of interest or potential legal issue arising from the transferee's other obligations.

This provision protects Carvel from potential liabilities or conflicts that could arise if a transferee is already bound by agreements that conflict with the Carvel franchise agreement. It ensures that new franchisees are free from conflicting obligations that could hinder their ability to fully commit to and operate the Carvel business according to Carvel's standards.

For a prospective Carvel franchisee, this means that any potential buyer of their franchise must be carefully vetted to ensure they are not in breach of any existing agreements that could be triggered by the transfer. Failure to do so could result in Carvel denying the transfer, potentially jeopardizing the sale of the franchise. Franchisees should be aware of this requirement and proactively address any potential conflicts before seeking Carvel's consent for a transfer.