Can a Circle K purchaser transfer or assign their interest in the agreement without the Seller's consent?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
Purchaser shall not transfer or assign, in whole or in part, directly or indirectly, its interest in this Agreement without the prior written consent of Seller, which Seller may withhold in its absolute discretion, and any such transfer or assignment without Seller's prior written consent shall be null and void.
Purchaser acknowledges and agrees that any consent granted hereunder shall be expressly conditioned upon Purchaser remaining liable, in full, for any amounts due and owing to Seller under this Agreement.
Seller may transfer or assign, in whole or in part, directly or indirectly, its interest in this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 100–359)
What This Means (2025 FDD)
According to Circle K's 2025 Franchise Disclosure Document, a purchaser's interest in the agreement cannot be transferred or assigned, either in whole or in part, directly or indirectly, without obtaining prior written consent from the Seller. Furthermore, the Seller has the right to withhold this consent at their discretion. Any transfer or assignment conducted without the Seller's prior written consent will be considered null and void.
Even if consent is granted, it is expressly conditional upon the purchaser remaining fully liable for any outstanding amounts owed to the Seller under the agreement. This means that even after transferring the agreement, the original purchaser remains responsible for any existing debts or obligations.
Conversely, the Seller retains the right to transfer or assign their interest in the agreement, either in whole or in part, directly or indirectly. This clause provides Circle K with flexibility in managing its agreements and business operations, a common practice in franchising to allow for corporate restructuring or acquisitions.
In summary, while Circle K purchasers face restrictions on transferring their agreement, Circle K maintains the right to transfer the agreement, highlighting a power imbalance typical in franchise agreements. Prospective franchisees should carefully consider these terms and seek legal counsel to fully understand their obligations and limitations regarding transferability.