factual

According to the Ledgers franchise agreement, what constitutes 'incapacity'?

Ledgers Franchise · 2025 FDD

Answer from 2025 FDD Document

7.7. Death or Incapacity

A. Definition

The term "incapacity" means a condition that prevents you from reasonably carrying out your duties under this Agreement for thirty (30) consecutive days.

B. Transfer

We may terminate this Agreement unless, within sixty (60) days of your death or incapacity, your executor, personal representative or guardian:

    1. seeks a transfer of your rights under this Agreement;
    1. completes the transfer within six (6) months of your death or incapacity;
    1. pays all monies owed to us, including the transfer fee, and
    1. signs the then-current transfer and release form

C. New Franchisee

The Transferee(s) must:

    1. meet the requirements of Section 7.8 entitled Transferee Requirements.
    1. complete Initial Training, and
    1. enter into a new Franchise Agreement on the then-current form.

D. Interim Services

An interim operator must meet the Transferee Requirements as defined in Section 7.8 except such interim operator may not enter into a new Franchise Agreement. We are entitled to reimbursement from you or your estate for any reasonable expenses incurred continuing Services from the date of your death or incapacity until transfer or termination, plus 10% of Gross Revenues for the period in which we operate or assist in the operation of the Franchised Business.

Source: Item 22 — CONTRACTS (FDD page 46)

What This Means (2025 FDD)

According to Ledgers' 2025 Franchise Disclosure Document, the franchise agreement defines "incapacity" as a condition that prevents a franchisee from reasonably carrying out their duties under the agreement for 30 consecutive days. This definition is important because it triggers certain clauses in the agreement related to the transfer of the franchise in the event of the franchisee's inability to manage the business.

Specifically, if a Ledgers franchisee experiences such incapacity, Ledgers has the right to terminate the franchise agreement unless the franchisee's executor, personal representative, or guardian seeks a transfer of the franchisee's rights within 60 days of the incapacity. The transfer must be completed within six months of the incapacity, and all monies owed to Ledgers, including the transfer fee, must be paid. Additionally, the transferee must sign the current transfer and release form and meet specific requirements, including completing initial training and entering into a new franchise agreement.

During the period between the franchisee's incapacity and the transfer or termination of the agreement, an interim operator may be appointed, who must also meet certain requirements but is not required to enter into a new franchise agreement. Ledgers is entitled to reimbursement from the franchisee's estate for any reasonable expenses incurred in continuing services, plus 10% of gross revenues for the period they operate or assist in the operation of the franchised business. This clause ensures the continuity of the Ledgers business and protects Ledgers' interests during the transition period.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.