Under what circumstances can the Dermani Medspa Manager assign the Franchise Agreement to another entity?
Dermani_Medspa Franchise · 2025 FDDAnswer from 2025 FDD Document
7.2. Transfer By You.
- 7.2.1. You understand and acknowledge that the rights and duties this Agreement creates are personal to you and that we have granted you the right to develop Franchised Businesses and manage dermani MEDSPA®s in reliance upon our perceptions of your individual or collective character, skill, aptitude, attitude, business ability, and financial capacity. Accordingly, none of the following may be transferred without our prior written approval: (i) this Agreement or any interest in this Agreement; (ii) any Franchise Agreement signed by you, your Owner(s), or any of your affiliates pursuant to this Agreement; (iii) any Franchised Business or any right to receive all or a portion of any Franchised Business's or dermani MEDSPA®'s profits or losses or capital appreciation; (iv) your lease(s), mortgage(s), or other agreement where each Franchised Business or dermani MEDSPA® is or will be located; (v) substantially all of the assets of the Franchised Business and dermani MEDSPA®; (vi) any ownership interest in you (regardless of its size); or (vii) any ownership interest in any of your owners. A transfer of the Franchised Business's ownership, possession, or control, or substantially all of its assets, may be made only with a transfer of this Agreement.
- 7.2.2. In this Agreement, the term "transfer" includes a voluntary or involuntary, direct or indirect, assignment, sale, gift, or other disposition. An assignment, sale, gift, or other disposition includes the following events:
- a) transfer of ownership of capital stock, a partnership or membership interest, or another form of ownership interest;
- b) merger or consolidation or issuance of additional securities or other forms of ownership interest;
- c) any sale of a security convertible to an ownership interest;
- d) transfer of an interest in you, this Agreement, any Franchise Agreement(s), the Franchised Business(es), or substantially all of your assets, or your owners in a divorce, insolvency, or entity dissolution proceeding or otherwise by operation of law; or
Source: Item 23 — RECEIPTS (FDD pages 66–311)
What This Means (2025 FDD)
According to the 2025 Dermani Medspa Franchise Disclosure Document, the rights and duties within the agreement are personal to the franchisee. Dermani Medspa grants the right to develop franchised businesses and manage locations based on their perceptions of the franchisee's character, skills, aptitude, business ability, and financial capacity.
Therefore, the Franchise Agreement, or any interest in it, cannot be transferred without Dermani Medspa's prior written approval. This restriction extends to any Franchise Agreement signed by the franchisee, their owners, or affiliates, as well as any franchised business or rights to its profits, losses, or capital appreciation. Leases, mortgages, or other agreements related to the location, substantially all assets of the franchised business, and any ownership interest in the franchisee or their owners also require prior approval for transfer.
The term "transfer" is broadly defined to include any voluntary or involuntary assignment, sale, gift, or other disposition, whether direct or indirect. This includes transfers of ownership in stock, partnership, or membership interests, mergers, consolidations, issuance of additional securities, or transfers of interest due to divorce, insolvency, or entity dissolution. Essentially, any change in ownership, control, or assets requires Dermani Medspa's consent.