Does Ella Cafe have the right to sell its marks?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
- 8.1. Transfer by Franchisor. Franchisor may transfer or assign all or any part of its rights or obligations under this Agreement to any person or legal entity. With respect to any assignment which results in the subsequent performance by the assignee of all of Franchisor's obligations under this Agreement, the assignee will expressly assume and agree to perform such obligations and will become solely responsible for all of Franchisor's obligations under this Agreement from the date of assignment. In addition, and without limitation to the foregoing, Developer expressly affirms and agrees that Franchisor and/or its Affiliates may sell their assets, the Marks, the Copyrighted Works, or the System; may sell securities in a public offering or in a private placement; may merge, acquire other corporations, or be acquired by another corporation; and may undertake a refinancing, recapitalization, leveraged buy-out, or other economic or financial restructuring. With regard to any of the above sales, assignments, and dispositions, Developer expressly and specifically waives any claims, demands, or damages arising from or related to the loss of Franchisor's name, the Marks (or any variation thereof), the Copyrighted Works, the System, and/or the loss of association with or identification of Ella Coffee Company, LLC as the franchisor under this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 50–181)
What This Means (2024 FDD)
According to Ella Cafe's 2024 Franchise Disclosure Document, Ella Coffee Company, LLC (referred to as "Franchisor") retains the right to sell its trademarks, referred to as "Marks". The document states that Ella Cafe and its Affiliates may sell their assets, the Marks, the Copyrighted Works, or the System.
This means that a prospective Ella Cafe franchisee should be aware that the brand and its associated trademarks could be sold to another entity during the term of their franchise agreement.
In the event of such a sale, the franchisee expressly waives any claims, demands, or damages arising from or related to the loss of Ella Cafe's name, the Marks (or any variation thereof), the Copyrighted Works, the System, and/or the loss of association with or identification of Ella Coffee Company, LLC as the franchisor under this Agreement. This waiver is a significant point for potential franchisees to consider, as it limits their recourse if the brand changes hands and they are dissatisfied with the new ownership or direction of the franchise.