factual

Can the Fitstop Franchise Agreement be transferred by assignment, will, or operation of law?

Fitstop Franchise · 2024 FDD

Answer from 2024 FDD Document

sition as a non-authorized holdover franchisee, which may be terminated by Franchisor at any time upon 30 days' prior written notice.

Section 15: Assignment of Franchise

  • 15.1 This Agreement is fully assignable by us. You shall not assign or otherwise transfer in whole or in part (whether voluntarily or by operation of law), directly, indirectly, or contingently any interest in this Franchise without our express written consent, and then only in accordance with the express limitations of this Section.
  • 15.2 You shall pay an Assignment/Transfer Application Fee ("Application Fee") of $500.00 to us per application to assign or transfer and then upon approval, you, or if agreed upon between the parties, the subsequent franchisee must pay the Assignment/Transfer Fee ("Transfer Fee") of $25,000.00 before or at the time of transfer or assignment to a new franchisee.
  • 15.3 You shall notify us in writing of the terms and conditions of any proposed transfer, including, but not limited to the interest proposed to be transferred, the purchase price or other consideration to be received therefore, any credit or financing terms being extended by the seller, the date of the proposed transfer, and all other pertinent provisions of the proposed transfer. In addition, a copy of any and all contracts, agreements, memoranda of sale, deposit receipts, letters of intent, side letter agreements and/or the like, must also be forwarded to us as soon as signed by the proposed seller. Following receipt of all pertinent data and documents concerning the proposed transfer, including any additional information concerning the transaction requested by us to you, we have 30 calendar days within which to advise you in writing of our election to have the interest proposed to be transferred assigned to us, or to a third party we may designate so long as it guarantees payments due to the selling entity, on the terms and conditions agreed to by the prospective transferee ("Right of First Refusal").
  • 15.4 If we elect to exercise, or to assign under payment guarantee, the Right of First Refusal, the Parties shall act expeditiously to complete the transfer, provided that the date for the completion of the transfer can be extended at our option for up to an additional 30 calendar days.
  • 15.5 If there are any material changes in the terms and conditions of the proposed transfer after we notify you of our election not to exercise our Right of First Refusal, or after the expiration of the time period within which we can elect to exercise our right, you shall notify us of the changes in writing and we shall then have an additional 10 calendar days within which to elect to exercise our Right of First Refusal.
  • 15.6 If the proposed transfer is not completed for any reason within 90 calendar days after we elect not to exercise or assign our Right of First Refusal, or after the expiration of the time allowed for such election, a new Right of First Refusal commences as to the concerned transaction and any subsequent proposed sales or transfers by you. You shall provide us with written notice of any proposed transfer and shall comply with the provisions of the Right of First Refusal.

Source: Item 23 — RECEIPTS (FDD pages 50–135)

What This Means (2024 FDD)

According to Fitstop's 2024 Franchise Disclosure Document, franchisees face restrictions on transferring their franchise. Fitstop retains the right to fully assign the agreement. However, franchisees need Fitstop's express written consent for any transfer, whether voluntary or by operation of law.

A franchisee must notify Fitstop in writing of any proposed transfer's terms and conditions. This includes the interest to be transferred, purchase price, financing terms, and the proposed transfer date. Copies of all related contracts and agreements must also be provided. Fitstop then has 30 calendar days to decide whether to exercise its Right of First Refusal, allowing Fitstop to take over the interest or assign it to a third party under the same terms.

The FDD outlines specific fees associated with transfers. There is an Assignment/Transfer Application Fee of $500.00, and upon approval, an Assignment/Transfer Fee of $25,000.00 must be paid. Certain transfers, such as from an individual to a wholly-owned corporation, may only require the Application Fee. However, the original owner(s) must remain personally responsible for the agreement's terms. Involuntary transfers, such as those resulting from legal processes, are not permitted and can lead to termination of the agreement.

Additionally, transfers resulting from divorce or legal separation are subject to the standard transfer terms, potentially including Fitstop's right of first refusal, unless both spouses are franchisees and actively involved in the business. Franchisees must ensure that any agreement to transfer the franchise includes Fitstop's approval as a condition. Overall, the transfer process is subject to Fitstop's control and approval, with specific conditions and fees that franchisees must meet.

Disclaimer: This information is extracted from the 2024 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.