Does Dermani Medspa's consent to a transfer constitute a waiver of any claims?
Dermani_Medspa Franchise · 2025 FDDAnswer from 2025 FDD Document
its assets, or your owners in a divorce, insolvency, or entity dissolution proceeding or otherwise by operation of law; or
- (e) if you or one of your owners dies, a transfer of an interest in you, this Agreement, the Franchised Business or substantially all of its assets, or your owner by will, declaration of or transfer in trust, or under the laws of intestate succession.
12.3. Conditions for Approval of Transfer.
- 12.3.1. You must submit a written request to us for any proposed transfer under this Agreement. If you are in full compliance with this Agreement, including our policies and System Standards, then we will not unreasonably withhold our consent to a transfer that meets all of the requirements in this Section.
Source: Item 23 — RECEIPTS (FDD pages 66–311)
What This Means (2025 FDD)
Based on the 2025 Dermani Medspa Franchise Disclosure Document, the franchisor's consent to a transfer does not automatically constitute a waiver of all claims. The document outlines specific conditions that must be met for a transfer to be approved, and it stipulates that the transferor (the franchisee selling the business) remains liable for obligations incurred prior to the transfer's effective date. This indicates that Dermani Medspa retains the right to pursue claims related to the franchisee's actions or omissions before the transfer.
Specifically, section 12.3.1(g) states that the transferor remains liable for all obligations to Dermani Medspa in connection with the franchised business incurred prior to the effective date of the transfer. This is further reinforced by the requirement that the transferor execute instruments to evidence such liability. This provision protects Dermani Medspa from potential losses or liabilities stemming from the franchisee's operation of the business before it was sold to a new owner.
For a prospective franchisee, this means that selling their Dermani Medspa franchise does not absolve them of responsibility for past actions. If there are outstanding debts, unresolved issues, or breaches of the franchise agreement that occurred before the transfer, Dermani Medspa can still pursue claims against the original franchisee. Therefore, franchisees should ensure they are in full compliance with the franchise agreement and have addressed any potential liabilities before attempting to transfer their business. This may involve settling outstanding payments, rectifying any operational deficiencies, and obtaining releases or waivers from Dermani Medspa for specific claims, if possible, to ensure a clean transfer and avoid future legal issues.