What are the conditions for Marble Slab Creamery's approval of a transfer by the franchisee?
Marble_Slab_Creamery Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in LLC Operating Agreement | Summary | |
|---|---|---|---|
| a. | Term of the franchise | Section 1.5, Article 8 | Perpetual, unless earlier dissolved. |
| b. | Renewal or extension of the term | Not Applicable | Not Applicable |
| Provision | Section in LLC Operating Agreement | Summary | |
| c. | Requirements for you to renew or extend | Not Applicable | Not Applicable |
| d. | Termination by you | Article 8 | The LLC Operating Agreement can only be terminated by the affirmative vote or consent of the manager and all of the members. |
| e. | Termination by MSC (or its affiliate) without cause | Not Applicable | Not Applicable |
| f. | Termination by MSC (or Parent) with cause | Section 8.1 | The LLC Operating Agreement can be terminated on the sale, transfer or other disposition of all or substantially all of the LLC’s assets. |
| g. | “Cause” defined – defaults which can be cured | Not Applicable | Not Applicable |
| h. | “Cause” defined – defaults which cannot be cured | Section 10.1 | The LLC Operating Agreement can be terminated on the sale, transfer or other disposition of all or substantially all of the LLC’s assets. |
| i. | Your obligations on termination/non- renewal | Sections 8.2 and 8.3 | The manager shall wind up the affairs of the LLC (pay all debts and distribute or liquidate remaining assets to the members) |
| j. | Assignment of contract by MSC (or its affiliate) | Section 3.2; Article 9 | We (or our affiliate) may sell, assign, pledge, encumber, award, confirm or otherwise transfer an interest in the LLC only with the approval of the manager of the LLC and more than 75% of the percentage interests |
| k. | “Transfer” by you- definition | Section 3.2; Article 9 | You may sell, assign, pledge, encumber, award, confirm or otherwise transfer an interest in the LLC only with the approval of the manager of the LLC and more than 75% of the percentage interests |
| l. | MSC’s (or its affiliate’s) approval of transfer by franchise | Section 3.2; Article 9 | Requires the express written consent of the manager of the LLC and more than 75% of the percentage interests |
| m. | Conditions for MSC (or its affiliate’s) approval of transfer | Section 3.2; Article 9 | If you transfer without consent and approval of the manager of the LLC the transfer will be invalid. |
| Provision | Section in LLC Operating Agreement | Summary | |
| n. | MSC’s (or its affiliate’s) right of first refusal to acquire your business | Section 9.3 | If a member of the LLC desires to sell, assign or otherwise transfer any of their “units” in the LLC, they must first offer them to the other members. |
| o. | MSC’s (or our affiliate’s) option to purchase your business | Not Applicable | Not Applicable |
| p. | Your death or disability | Not Applicable | Not Applicable |
| q. | Non-competition covenants during the term of the franchise | Not Applicable | Not Applicable |
| r. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 74–85)
What This Means (2025 FDD)
According to the 2025 Franchise Disclosure Document, the conditions for Marble Slab Creamery's approval of a transfer depend on the specific agreement in place. For the LLC Operating Agreement, a franchisee may sell, assign, pledge, encumber, award, confirm, or otherwise transfer an interest in the LLC only with the approval of the manager of the LLC and more than 75% of the percentage interests. If a franchisee transfers without this consent and approval, the transfer will be considered invalid. Additionally, if a member of the LLC desires to sell, assign, or otherwise transfer any of their "units" in the LLC, they must first offer them to the other members, giving the other members the right of first refusal.
For the Multi-Unit Restaurant Agreement, transfers require Marble Slab Creamery's express written consent, which may be withheld for any reason whatsoever, in their sole and absolute discretion. This condition also applies in the event of the franchisee's death or disability.
Prospective franchisees should be aware of these varying conditions, as they significantly impact the ability to transfer ownership. The LLC Operating Agreement provides a more structured process with specific approval requirements, while the Multi-Unit Restaurant Agreement grants Marble Slab Creamery broader discretion in approving or denying transfers. Franchisees should carefully consider these terms and their implications for future exit strategies or business succession plans.