Under what circumstances will Carvel not consent to a transfer?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
- 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.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, Carvel has sole and absolute discretion to withhold consent for a transfer, except as otherwise provided in Sections 16.4 through 16.7. Carvel will not consent to a transfer if the Franchised Business is not open and operating, or if the transfer would cause a transferee or its owners to breach another agreement (whether or not with Carvel).
For a proposed Control Transfer, Carvel may specify conditions and has sole and absolute discretion to grant or withhold consent. At a minimum, the following conditions must be satisfied (unless waived by Carvel): You must notify Carvel in writing at least 90 days prior to any proposed Control Transfer and provide all requested information at least 60 days prior. All sums you owe Carvel and its affiliates must be paid.
Carvel may withhold consent on any reasonable grounds or give consent subject to reasonable conditions. Franchisees must sign the form of agreement and related documents that Carvel specifies to reflect the new ownership structure.
With respect to franchises governed by Minnesota law, Carvel will comply with Minn. Stat. § 80C.14, Subds. 3, 4, and 5, that require, except in certain specified cases, that a franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice of non-renewal of the Franchise Agreement, and that Carvel not unreasonably withhold consent to the transfer of the franchise.