Can Cicis transfer or assign its rights and obligations under the Franchise Agreement without the franchisee's consent?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
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, the rights and duties within the Franchise Agreement are personal to the franchisee, as Cicis has entered into the agreement based on the franchisee's and their owners' business skill, financial capacity, and personal character. Therefore, the franchisee is restricted from transferring any rights or interests under the agreement without Cicis's prior written consent. Any transfer made in violation of the agreement will be considered void.
Cicis will not unreasonably withhold consent to a transfer, but may require certain conditions to be met. These conditions include ensuring all monies owed to Cicis, its affiliates, and suppliers are current, and all other outstanding obligations are satisfied in a timely manner. Additionally, there must be no outstanding default of any provision of the Franchise Agreement or any other agreement between the franchisee or their affiliates and Cicis or its affiliates.
Furthermore, the transferor and their owners, if applicable, must execute a general release, in a form and substance satisfactory to Cicis, releasing any and all claims against Cicis, its affiliates, and their respective officers, directors, shareholders, partners, agents, representatives, independent contractors, servants, and employees from the beginning of time to the date of transfer. These conditions provide Cicis with a level of protection and assurance when considering a transfer of the Franchise Agreement.