What happens if a Cicis franchisee attempts a transfer without Cicis' consent?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
By You and Your Owners.
The rights and duties set forth in this Agreement are personal to you, and we have entered into this Agreement in reliance on your representations as to your and, if applicable, your Owners' business skill, financial capacity, and personal character.
Accordingly, neither you nor any of your Owners, nor any of your or their successors or assigns, will (i) sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise dispose of or encumber any direct or indirect rights under or interest in this Agreement, in your Restaurant (or its assets), in you, and/or (ii) transfer or surrender the possession, control, or management of your Restaurant (each a "Transfer") without our prior written consent.
Any purported Transfer, by operation of Law or otherwise, made in violation of this Agreement will be null and void.
(1) We will not unreasonably withhold our consent to a Transfer, but we may require satisfaction of certain conditions and otherwise reasonably qualify our consent, including in respect of the following (each of which you agree is reasonable):
(a) all monies owed to us, our affiliates, and all suppliers to your Restaurant must be paid current and all other outstanding obligations to us and our affiliates arising under this Agreement or any other agreement will have been satisfied in a timely manner;
(b) there must not be an outstanding default of any provision of this Agreement or of any other agreement between you or any of your affiliates and us or any of our affiliates, and there must not have been any such defaults during the term of any such agreements;
(c) the transferor and its Owners (if applicable) must execute a general release, in form and substance satisfactory to us, of any and all claims, however arising, against us, our affiliates, and the officers, directors, shareholders, partners, agents, representatives, independent contractors, servants, and employees of each from the beginning of time to the date of transfer;
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, any transfer of the franchise agreement or the restaurant itself without prior written consent from Cicis is considered null and void. Cicis emphasizes that the rights and duties outlined in the franchise agreement are personal to the franchisee, and the company relies on the franchisee's business skills, financial capacity, and personal character when entering into the agreement.
This means that a franchisee cannot sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise dispose of any rights or interests in the agreement, the restaurant, or the franchise itself without Cicis's approval. Similarly, franchisees cannot transfer or surrender possession, control, or management of the restaurant without consent. This restriction applies to actions taken by the franchisee, their owners, successors, or assigns.
Cicis does state that it will not unreasonably withhold consent for a transfer, but it may require certain conditions to be met. These conditions include ensuring all monies owed to Cicis, its affiliates, and restaurant suppliers are current, and that there are no outstanding defaults under the franchise agreement or any other agreements with Cicis or its affiliates. Additionally, the transferor and its owners may be required to execute a general release of claims against Cicis and related parties. Therefore, while a transfer is possible, it is subject to Cicis's approval and adherence to specific requirements.