Under the Cicis Franchise Agreement, what actions constitute a 'transfer' by the franchisee?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
our affiliates or guarantors) and us (or our affiliates) within the applicable cure period, if any. | | | h. "Cause" defined – non-curable defaults | Franchise Agreement – Section 15.A. | If you (or any of your owners, as applicable) (i) become insolvent; (ii) operate your Cicis Restaurant at a location we have not approved or sell any products or services authorized by us; (iii) fail to acquire the right to possess the location or to develop and open your Cicis Restaurant for business within the prescribed timeframe; (iv) fail to construct or remodel your Cicis Restaurant in accordance with the approved plans and specifications; (v) lose the right to possess the premises of your Cicis Restaurant; (vi) close your Cicis Restaurant for business or inform us of your intention to permanently cease operation of your Cicis Restaurant (except as permitted under the Reopen Incentive Addendum), (vii) fail to actively operate your Cicis Restaurant for 3 or more consecutive days, (viii) otherwise abandon or appear to have abandoned your rights; (ix) are convicted of or plead guilty to felony or any other crime or offense that we believe is reasonably likely to have an adverse effect on the System, the Marks, or our goodwill; (x) endanger or threaten public health or safety from the construction, maintenance, or operation of your Cicis Restaurant; (xi) fail to ensure that you and your required personnel complete our initial training; (xii) make or attempt an unauthorized transfer; (xiii) fail, refuse, or neglect promptly to pay (or cause your affiliates to pay) any monies owing to us, any of our affiliates, or the designated suppliers or to submit the financial or other information required by us; (xiv) are in default of any other agreement with us, our affiliate or our designated suppliers (including the Area Development Agreement); (xv) engage in Competing Businesses; (xvi) fail to comply with the confidentiality obligations; (xvii) falsify records; or (xviii) are in breach of your (or their) obligations. | | | Provision | Section in Franchise or other Agreement | Summary | |------------------------------------------------------------------|----------------------------------------------------------|----------------------
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 45–53)
What This Means (2025 FDD)
According to the 2025 Cicis Franchise Disclosure Document, making or attempting an unauthorized transfer constitutes a non-curable default under the Franchise Agreement. This is detailed in Section 15.A of the Franchise Agreement, which defines 'Cause' for termination.
Specifically, if a Cicis franchisee makes or attempts an unauthorized transfer, Cicis can terminate the Franchise Agreement. This means the franchisee would lose their franchise rights and Cicis would not be obligated to allow them to continue operating.
Additionally, under the Area Development Agreement, Section 6.B states that making or attempting to make an unpermitted transfer is also grounds for default. If a Cicis area developer attempts an unpermitted transfer, it can lead to termination of the Area Development Agreement if the failure is not corrected. This highlights the importance of adhering to the transfer provisions outlined in both the Franchise Agreement and the Area Development Agreement to avoid potential termination.