What third-party consents are required before Cicis or its designee is obligated to close on the purchase of a franchise interest after a death or permanent disability?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
Anything contained herein to the contrary notwithstanding, however, neither we nor our designee will have any obligation to close unless and until any and all third-party consents deemed necessary by us or our designee, including any consent of the landlord for your Restaurant premises to the assignment of the lease therefor, or to the transfer of the transferor's interest in a corporate or partnership lessee, have been secured.
At the closing, the parties (or their authorized representatives) will execute and deliver any and all documents and instruments we or our counsel deem necessary to effect a valid and binding transfer of the Interest(s) to us or our designee and the assumption of any liabilities assumed by them.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, before Cicis or its designee is obligated to close on the purchase of a franchise interest following a franchisee's death or permanent disability, all third-party consents deemed necessary by Cicis or its designee must be secured. This includes obtaining the landlord's consent for the assignment of the restaurant lease or the transfer of the transferor's interest in a corporate or partnership lessee.
This requirement means that even if Cicis exercises its option to purchase the franchise interest, the deal cannot proceed until these third-party consents are obtained. The necessity of these consents protects Cicis by ensuring that the lease can be transferred and that the restaurant can continue operating smoothly under new ownership or management.
For a prospective Cicis franchisee, this highlights the importance of maintaining a good relationship with the landlord and understanding the terms of the lease agreement. Any potential issues with lease assignment could delay or complicate the transfer of the franchise in the event of death or disability. Franchisees should proactively address any potential consent issues to ensure a smoother transition if such circumstances arise.
The FDD also states that at the closing, the parties will execute and deliver all documents and instruments Cicis or its counsel deem necessary to effect a valid and binding transfer of the interest. This underscores Cicis's control over the transfer process and the importance of legal counsel in ensuring all necessary steps are taken to complete the transfer.