Is an unauthorized transfer of the Cool Binz Agreement a violation?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
A. AUTOMATIC TERMINATION WITHOUT NOTICE.
This Agreement will automatically terminate without notice or an opportunity to cure upon the occurrence of any of the following:
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- You attempt to make an unauthorized transfer of this Agreement or the COOL BINZ Business in violation of any of the transfer provisions contained in Section 10 of this Agreement.
10. TRANSFER.
B. BY YOU.
You acknowledge and agree that we have entered into this Agreement with you based on your personal qualifications, experience, skills, character, etc. Thus, you cannot transfer this Agreement. "Transfer" shall mean any voluntary, involuntary, direct, or indirect, in whole or in part, assignment, sale, gift, encumbrance, lease, merger, bequest, change in control, or other disposition of 1) this Agreement or any rights thereunder, 2) the COOL BINZ Business or its assets, 3) any part of your ownership interest in the assets of the COOL BINZ Business , or 4) any part of your equity/ownership interest in the Franchisee entity, or a grant of an option, warrant or right to acquire an equity or ownership interest, including but not limited to by divorce, insolvency, probate or intestate succession, trust, or other operation of law. All Transfers require our prior written approval and are subject to the conditions below. Any such Transfer without our prior written approval will be void and will constitute a breach of this Agreement. We will not, however, unreasonably withhold our approval provided that the conditions specified below are met, which we will determine in our sole discretion:
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to Cool Binz's 2025 Franchise Disclosure Document, attempting an unauthorized transfer of the Franchise Agreement constitutes a violation that can lead to automatic termination of the agreement. Cool Binz emphasizes that the agreement is based on the franchisee's personal qualifications, experience, skills, and character.
Specifically, the FDD states that the franchisee cannot transfer the agreement, defining "transfer" broadly to include any voluntary, involuntary, direct, or indirect assignment, sale, gift, encumbrance, lease, merger, bequest, or change in control. This also extends to the Cool Binz Business assets or any part of the franchisee's ownership interest. Any transfer without prior written approval from Cool Binz is considered void and a breach of the agreement.
Cool Binz does state that it will not unreasonably withhold approval of a transfer if certain conditions are met. These conditions include the franchisee being in full compliance with all agreements, the transferee demonstrating sufficient business experience and financial resources, payment of a transfer fee and all outstanding royalties and fees, successful completion of training by the transferee, and adherence to other requirements detailed in the franchise agreement.