Under what conditions can Crepe De Licious assign its agreement and rights to another entity?
Crepe_De_Licious Franchise · 2025 FDDAnswer from 2025 FDD Document
ty provided that, with respect to any assignment resulting in the subsequent performance by the assignee of our functions: (i) the assignee shall, at the time of such assignment, be financially responsible and economically capable of performing our obligations; and (ii) the assignee shall expressly assume and agree to perform such obligations.
You expressly affirm and agree that we may sell our assets, our rights to the Marks or to the System outright to a third party; may go public; may engage in a private placement of some or all of our securities; may merge, acquire other corporations, or be acquired by another corporation; may undertake a refinancing, recapitalization, leveraged buyout or other economic or financial restructuring; and, with regard to any or all of the above sales, assignments and dispositions, you expressly and specifically waive any claims, demands or damages arising from or related to the loss of said Marks (or any variation thereof) and/or the loss of association with or identification of "Crepe Delicious Holding USA, Inc." as the franchisor. Nothing contained in this Agreement shall require us to remain in the restaurant business or to offer the same products and services, whether or not bearing the Marks, in the event that we exercise our right to assign our rights in this Agreement.
15.02 Transfer by You. You acknowledge that the rights and duties set forth in this Agreement are personal to you, and that we have granted these rights in reliance on your business experience, skill, financial resources and personal character (and that of your owners, officers, directors, Designated Managers and guarantors, if any). Accordingly, neither you, nor any immediate or remote successor to any part of your interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you will sell, encumber, assign,
transfer, convey, pledge, merge or give away any direct or indirect interest in this Agreement, or in you, or in all or substantially all of the assets of the Franchised Business (collectively, a "Transfer"), unless we consent and all of the requirements of Section 15.03 and Section 15.04 are satisfied. Any transaction requiring our consent under this Section 15.02 for which our express written consent is not first obtained will be null and void, and shall be a material default of this Agreement. In that event: we may terminate this Agreement under Section 16.01; you will remain responsible for performing the post-termination obligations in Section 17; and the purported transferee may not operate the Franchised Business under the Marks or the System.
15.03 Transfer Conditions. We may, to the extent permitted by applicable law, condition and withhold our consent to a Transfer, when required under Section 15.02 until the transferee and you meet certain conditions. If a Transfer is to occur: (a) the proposed transferee must apply for a Crepe de licious franchise and must meet all of our then-current standards and requirements for becoming a Crepe de licious franchisee, in our sole discretion; (b) you or the proposed transferee must provide to us in writing the circumstances of the proposed Transfer; (c) the proposed transferee must provide to us the same supporting documents as a new franchise applicant;
Source: Item 22 — CONTRACTS (FDD page 57)
What This Means (2025 FDD)
According to the 2025 Crepe De Licious Franchise Disclosure Document, Crepe De Licious has the right to transfer its assets, rights to the Marks, or the System to a third party. This can occur through various means, including selling the assets outright, going public, engaging in private placements, merging with or being acquired by another corporation, or undertaking financial restructuring. The franchisee specifically waives any claims or damages related to the loss of the Marks or association with Crepe Delicious Holding USA, Inc. as the franchisor in such cases. This means that Crepe De Licious can change ownership or undergo significant corporate changes without requiring the franchisee's consent.
Crepe De Licious is not obligated to remain in the restaurant business or offer the same products and services if they assign their rights in the agreement. This clause protects Crepe De Licious's ability to adapt and evolve its business model, even if it means altering the products or services offered under the franchise agreement. For a potential franchisee, this signifies a degree of uncertainty regarding the long-term consistency of the brand and its offerings.
Conversely, the franchisee's ability to transfer the agreement is restricted. The document states that the franchisee's rights and duties are personal, based on their experience, skills, resources, and character. Therefore, the franchisee cannot transfer any interest in the agreement without Crepe De Licious's consent. Any transfer without this consent is considered a material default of the agreement, potentially leading to termination. The prospective transferee must meet Crepe De Licious's current standards for new franchisees and pay a transfer fee of $10,000.