Does the term 'transfer' in the Floyds 99 agreement include transfers resulting from death?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
- 8.7 Developer's Death or Disability. Developer or its representative must promptly notify Franchisor in writing of Developer's death or the death or disability of any of Developer's owners. Upon Developer's death or disability (if Developer is a natural person), or the death or disability of any owner who is a natural person (if Developer is a legal entity), the executor, administrator, or other personal representative of such person must transfer his/her interest in this Agreement, in the business operated hereunder, or in Developer to a third party approved by Franchisor, within a reasonable period of time, not to exceed 12 months from the date of death or 6 months from the date of disability, as applicable. Such transfers, including, without limitation, transfers by will or inheritance, will be subject to the same terms and conditions as inter vivos transfers and will be subject to Franchisor's right of first refusal as set forth in Section 8.4. If an interest is not transferred upon death or disability as required by this Section, then such failure will constitute a material breach of this Agreement. For purposes of this Agreement, the term "disability" means a mental or physical disability, impairment or condition that is reasonably expected to prevent or actually does prevent such person from performing the obligations set forth in this Agreement.
Source: Item 23 — RECEIPT (FDD pages 58–229)
What This Means (2025 FDD)
According to the 2025 Floyds 99 Franchise Disclosure Document, the term 'transfer' does include transfers resulting from death. Specifically, the FDD addresses the procedure to be followed upon the death of the developer or one of the developer's owners.
In the event of the death of the developer (if a natural person) or the death of any owner who is a natural person (if the developer is a legal entity), the executor, administrator, or other personal representative is required to transfer the deceased's interest in the agreement, the business, or the developer to a third party approved by Floyds 99. This transfer must occur within a reasonable timeframe, specifically no more than 12 months from the date of death.
These transfers, including those by will or inheritance, are subject to the same terms and conditions as transfers made during the person's life (inter vivos transfers) and are also subject to Floyds 99's right of first refusal. Failure to transfer the interest as required after death or disability constitutes a material breach of the agreement. This provision ensures that Floyds 99 maintains control over who becomes a developer and that the business continues to be operated by an approved party, even in the event of unforeseen circumstances like death or disability.