Does the definition of 'Transfer' in the Itan agreement include involuntary transfers?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
"Transfer" means any direct or indirect, voluntary or involuntary, assignment, sale, conveyance, subdivision, sublicense or other transfer or disposition of:
(a) this Agreement (or any interest therein);
(b) the franchise or intellectual property rights granted by this Agreement (or any interest therein);
(c) the Business you conduct pursuant to this Agreement (or any interest therein);
(d) the Salon's assets, other than the sale of fixtures or equipment in the ordinary course of business; or
(e) an Equity Interest in the Business or Franchisee Entity;
Source: Item 23 — RECEIPT (FDD pages 44–190)
What This Means (2025 FDD)
According to Itan's 2025 Franchise Disclosure Document, the definition of "Transfer" explicitly includes both voluntary and involuntary transfers. This broad definition covers various scenarios where the franchise agreement, rights, business, assets, or equity interests could change hands.
For a prospective Itan franchisee, this means that any change in ownership or control, whether intended or not, is considered a transfer under the agreement. This includes situations like a sale, assignment, or even changes resulting from legal actions, death, or disability. Because Itan must approve all transfers, this gives Itan significant control over who can operate an Itan franchise.
It is important for franchisees to understand that even events outside of their direct control can trigger the transfer provisions of the franchise agreement. Franchisees should carefully consider these implications and discuss with Itan the potential scenarios that could lead to an involuntary transfer and the steps required to navigate such situations.