Does the Fly Fitness agreement bind the heirs of the Developer?
Fly_Fitness Franchise · 2024 FDDAnswer from 2024 FDD Document
- 11.2 Successors. This Agreement shall bind and inure to the benefit of the successors and assigns of Franchisor and shall be personally binding on and inure to the benefit of Developer and his or her respective heirs, executors, administrators and successors or assigns; provided, however, the foregoing provision shall not be construed to allow a transfer of any interest of Developer in this Agreement, except in accordance with Article 6 hereof.
- 6.6 Death or Permanent Disability. The grant of rights under this Agreement is personal to Developer, and on the death or permanent disability of Developer, the executor, administrator, conservator, or other personal representative of Developer shall be required to transfer Developer's interest in this Agreement within six (6) months from the date of death or permanent disability to a third party approved by Franchisor. Failure to transfer in accordance with the forgoing will constitute a material default and all that is granted by this Agreement will terminate. A transfer under this Section 6.6, including without limitation, transfer by devise or inheritance, is subject to the conditions for Transfers in this Article 6 and unless transferred by gift, devise, or inheritance, subject to the terms of Section 6.5 above. For purposes of this Agreement, the term "permanent disability" means a mental or physical disability, impairment or condition that is reasonably expected to prevent or actually does prevent such person from providing continuous and material supervision of the operation of Developer's Fly Fitness outlet(s) and remaining development schedule during the six (6)-month period from its onset.
Source: Item 23 — RECEIPT (FDD pages 45–182)
What This Means (2024 FDD)
According to Fly Fitness's 2024 Franchise Disclosure Document, the agreement does bind the heirs of the Developer. Specifically, the agreement is personally binding on the Developer and extends to their heirs, executors, administrators, successors, or assigns. However, this does not allow the Developer to transfer any interest in the agreement, except as outlined in Article 6 of the agreement.
In the event of the Developer's death or permanent disability, the executor, administrator, conservator, or other personal representative is required to transfer the Developer's interest in the agreement within six months to a third party approved by Fly Fitness. Failure to do so constitutes a material default, leading to the termination of the agreement. Any transfer under this section, including by devise or inheritance, is subject to the conditions for transfers in Article 6 and, unless transferred by gift, devise, or inheritance, is subject to the terms of Section 6.5.
This means that while the agreement initially binds the Developer's heirs, they are obligated to transfer the rights to a Fly Fitness-approved third party within six months. If the heirs do not complete the transfer within the specified timeframe or fail to meet the conditions outlined in Article 6, the agreement will terminate. This ensures that Fly Fitness maintains control over who operates and develops its franchises, even in the event of the original Developer's death or disability.