If an Ella Cafe developer seeks to transfer, what form of request must be submitted to Ella Cafe?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
per and its Affiliates are in compliance with this Agreement and all other agreements with Franchisor or its Affiliates; (d) Developer pays
Franchisor its reasonable attorneys' fees incurred to document such transfer; and (e) Developer executes a general release in a form satisfactory to Franchisor of any and all claims against Franchisor and its Affiliates and their respective officers, directors, managers, shareholders, agents, and employees in their corporate and individual capacities, including, without limitation, claims arising under federal, state, and local laws, rules, and ordinances; provided, however, that any release will not be inconsistent with any state law regulating franchising.
- 8.3. Transfer by Developer and/or Owners. Developer understands and acknowledges that the rights and duties set forth in this Agreement are personal to Developer and that Franchisor has granted rights under this Agreement in reliance on the business skill, financial capacity, and personal character of Developer and its Owners. Accordingly, neither Developer nor any Owner, nor any successor or assign of Developer or any Owner, will sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise dispose of or encumber any direct or indirect interest in this Agreement or in the Business Entity without the prior written consent of Franchisor. Franchisor will not unreasonably withhold its consent to a transfer, but may condition its consent on satisfaction of any or all of the following.
- 8.3.1. Developer has provided Franchisor the following at least 120 days prior to the proposed closing date of the proposed transfer: (a) written request for Franchisor's consent to the transfer; (b) payment of the non-refundable transfer fee in the amount set forth in the Key Terms, plus reimbursement of Franchisor's reasonable attorneys' fees;
Source: Item 23 — RECEIPTS (FDD pages 50–181)
What This Means (2024 FDD)
According to Ella Cafe's 2024 Franchise Disclosure Document, a developer seeking to transfer their interest in the Development Agreement must submit a written request to Ella Cafe for consent to the transfer. This request must be provided to Ella Cafe at least 120 days prior to the proposed closing date of the transfer.
Along with the written request, the developer must also include payment of a non-refundable transfer fee (the amount of which is set forth in the Key Terms) to Ella Cafe, as well as reimbursement for Ella Cafe's reasonable attorney's fees. The developer is also required to provide a copy of the proposed asset purchase/transfer agreements, including all sale terms, to Ella Cafe for review.
Ella Cafe will not unreasonably withhold consent to a transfer, but can condition its consent on the satisfaction of certain conditions. These conditions include the transferee meeting Ella Cafe's then-current educational, managerial, and business standards, possessing good moral character, business reputation, and credit rating, having the aptitude and ability to operate the Coffee House, and meeting Ella Cafe's then-current financial requirements to become an Ella Cafe developer. Any transfer made without Ella Cafe's prior written consent will be considered null and void and will be a material breach of the Development Agreement.