Does Dryject require consent for an indirect transfer of the franchise?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
- (c) You acknowledge and agree that the restrictions on transfer imposed herein are reasonable and are necessary to protect Our Franchise System; Our trade secrets and operating procedures; Our general high reputation and image; the Licensed Rights; as well as You and Our other DryJect franchisees. Any assignment or transfer permitted by this Agreement shall not be effective until We receive a completely executed copy of all transfer documents and consent to such transfer in writing. Under no circumstances will You have a right to transfer under this Agreement before the Franchised Business has commenced operations.
- (d) Your performance is of vital importance to the market position and Our overall image, and there are many subjective factors that comprise the process by which We select a suitable franchisee. Our consent to a transfer or assignment by You of the Franchise and Franchised Business shall, in addition to the other restrictions and requirements herein noted, remain a
subjective determination and shall consider, but not be limited to, whether:
(i) All obligations of Yours under this Agreement and all other franchise documents, and the relationship created under those agreements are being assumed by the transferee;
(ii) All ascertained debts of Yours to Us and Our affiliates have been paid;
(iii) You, at the time of the request to transfer and as of the date of transfer, are not in default under this Agreement or any other franchise agreement;
(iv) Except for other DryJect franchisees, the proposed transferee does not operate or participate in an entity that operates a franchise, license, or other business offering products and/or services similar to those offered by the Franchised Business;
(v) The proposed transferee meets all of Our requirements for new franchisees, including, but not limited to, good reputation and character, experience, business acumen, operational ability, financial strength and stability, willingness and ability to devote full time and best efforts to the operation of the Franchised Business and other business considerations as We may reasonably apply in evaluating new franchisees.
We must be provided all information about the proposed transferee as We may reasonably require;
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to the 2025 Dryject FDD, any assignment or transfer is not effective until Dryject receives a completely executed copy of all transfer documents and consents to such transfer in writing. This indicates that Dryject requires written consent for any transfer of the franchise.
Dryject states that restrictions on transfer are necessary to protect the franchise system, trade secrets, operating procedures, reputation, image, and the rights of Dryject and its franchisees. Dryject's consent to a transfer is a subjective determination, considering factors such as the transferee assuming all obligations, payment of debts to Dryject and its affiliates, and the franchisee not being in default.
Dryject also considers whether the proposed transferee meets the requirements for new franchisees, including reputation, character, experience, business acumen, operational ability, and financial strength. Dryject must be provided with all information about the proposed transferee as they may reasonably require.
For Minnesota franchisees, the FDD states that consent to transfer of the franchise will not be unreasonably withheld. This suggests that while Dryject generally requires consent for franchise transfers, there may be legal limitations on their ability to deny a transfer in certain jurisdictions.