What agreements must an assignee of a Flowerama franchise execute?
Flowerama Franchise · 2024 FDDAnswer from 2024 FDD Document
other than the original partners as described above, Franchisor shall have the option to purchase not only the interests being transferred but also the remaining interests so that our ownership will be one hundred percent (100%). Any purchase of such remaining interests shall be valued on a basis proportionate to the price of the interests initially being offered.
- (iii) Should Franchisor elect to exercise its right of first refusal, Franchisor and Franchisee shall take all action necessary to cause Franchisee's lease to be assigned to Franchisor.
- i. Conditions of Assignment. In order to obtain Franchisor consent to an assignment of the franchise, Franchisee shall:
- (i) Bring all accounts with Franchisor and/or its affiliates current.
- (ii) Execute a general release in a form prescribed by Franchisor of all claims which Franchisee may have or believe to have against Franchisor or its affiliates, and their respective officers, directors, agents and employees whether the claims are known or unknown, which are based on, arise from or relate to the Franchise Agreement, the Franchised Unit or the Franchised Location, as well as claims, known or unknown, which are not based on, do not arise from or do not relate to the Franchise Agreement, the Franchised Unit or the Franchised Location but which relate to other franchise agreements, franchised units, franchised locations and other agreements between Franchisor and its affiliates and Franchisee which arose on or before the date of the general release, including, without limitation, all obligations, liabilities, demands, costs, expenses, damages, claims, actions and causes of action, of whatever nature, character or description, arising under federal, state and local laws, rules and ordinances, provided, however, that all rights enjoyed by Franchisee and any causes of action arising in Franchisee's favor from the provisions of Article 33 of the GBL and the regulations issued thereunder shall remain in force; it being the intent of this provision that the nonwaiver provisions of GBL Sections 687.4 and 687.5 be satisfied.
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 72–77)
What This Means (2024 FDD)
According to Flowerama's 2024 Franchise Disclosure Document, if a franchisee wants to assign their franchise to someone else, both the franchisee and the assignee must agree to certain conditions. The franchisee must ensure all accounts with Flowerama and its affiliates are current. The franchisee also needs to sign a general release, which is a document that releases Flowerama from any claims the franchisee might have against them.
Additionally, the franchisee and the assignee must agree in writing that any payments or obligations the assignee owes to Flowerama after the transfer takes effect will take priority over any obligations the assignee owes to the franchisee as a result of the franchise assignment.
Furthermore, if the assignee is a corporation or limited liability company, Flowerama may require the responsible officers and members to sign the current Franchise Agreement and personally guarantee the corporation or LLC's performance under the agreement. All shareholders and members must also guarantee the performance of the obligations.