Under what condition can Learningrx transfer the franchise agreement without responsibility or liability to the franchisee?
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 can transfer the franchise agreement to another person or business entity without the franchisee's permission. Learningrx can make this transfer at any time at its sole and absolute discretion.
However, this transfer is conditional. Learningrx can only transfer the agreement without responsibility or liability to the franchisee if the transferee assumes Learningrx's material obligations under the agreement. This means the new entity taking over the franchise agreement must agree to fulfill the promises and duties Learningrx originally made to the franchisee.
Learningrx also has the right to sell or issue its stock, merge with or be acquired by another entity, or undertake financial restructuring without needing the franchisee's permission. These actions do not require the assumption of obligations by a transferee, as the original Learningrx entity remains.