Does Learningrx need the franchisee's permission to transfer the franchise agreement?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
- 14.2 Transfer by Franchisor. Franchisor's obligations under this Agreement are not personal, and Franchisor can unconditionally assign and transfer, in its sole and absolute discretion, this Agreement to another person or business entity at any time. Franchisor does not need permission of Franchisee for the transfer and may transfer free of any responsibility or liability whatsoever to the Franchisee, provided the transferee assumes the Franchisor's material obligations. Franchisor may also:
- (a) sell or issue its stock, other ownership interests, or assets, whether privately or publicly;
- (b) merge with, acquire, or be acquired by another entity, including an entity that competes directly with Franchisee; or
- (c) undertake a refinancing, recapitalization, leveraged buyout, or other economic or financial restructuring.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, Learningrx does not need the franchisee's permission to transfer the franchise agreement. The document states that Learningrx can unconditionally assign and transfer the agreement to another person or business entity at any time, in its sole and absolute discretion.
Learningrx may transfer the agreement without any responsibility or liability to the franchisee, provided the transferee assumes Learningrx's material obligations. Additionally, Learningrx has the right to sell or issue stock, merge with or be acquired by another entity, or undertake financial restructuring.
This clause gives Learningrx significant flexibility in managing its business and potentially undergoing changes in ownership or structure without requiring the consent of individual franchisees. For a prospective franchisee, this means that the entity they initially contract with could change during the term of the agreement, although the new entity must assume Learningrx's obligations. Franchisees should consider this lack of control over the franchisor's ownership when evaluating the franchise opportunity.