What constitutes a 'transfer' by the franchisee of a Marble Slab Creamery Multi-Unit Restaurant Agreement?
Marble_Slab_Creamery Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Franchise Agreement | Summary | |
|---|---|---|---|
| franchise is terminated or expires | competitive business for 2 years within 5 miles of the location of your Restaurant or any other Restaurant operated or intended to be operated under the Marks. | ||
| s. | Modification of the agreement | Section 20 | Except for changes we can make, no amendment without mutual written consent |
| t. | Integration/merger clause | Section 25 | Only terms of Franchise Agreement are binding (subject to state law). Any representations or promises outside of the disclosure document and franchise agreement may not be enforceable. |
| u. | Dispute resolution by arbitration or mediation | Section 21 | Subject to state law, except for certain claims, all disputes must be arbitrated in the county in which our headquarters are located (currently Los Angeles, California) |
| v. | Choice of forum | Section 21 | Subject to state law, arbitration in the county in which our headquarters is located (currently Los Angeles, California) |
| w. | Choice of law | Section 21 | California; if a provision is unenforceable under California law, then laws of the state in which the Restaurant is located apply to that provision. Any dispute between the parties must be brought or instituted within 1 year from the date of discovery of the conduct or event that is the basis of the legal action or proceeding. |
| Provision | Section in Multi- Unit Restaurant Agreement | Summary subject to notice and cure provisions in the other agreement. | |
| i. | Your obligations on termination/non- renewal | Section 4.3 | You will have no further right to develop or operate additional Restaurants which are not, at the time of termination, the subject of a then existing Franchise Agreement between you and us. You may continue to own and operate all Restaurants pursuant to then- existing Franchise Agreements, |
| j. | Assignment of contract by MSC | Section 7.1 | No restriction on our right to assign. |
| k. | “Transfer” by you – definition | Section 7.3 | Includes transfer of the agreement, changes in ownership of the entity which owns it. |
| l. | MSC’s approval of transfer by you | Section 7.3 | Transfers require our express written consent, which may be withheld for any reason whatsoever, in our sole and absolute discretion. |
| m. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 74–85)
What This Means (2025 FDD)
According to the 2025 Marble Slab Creamery Franchise Disclosure Document, a transfer of the Multi-Unit Restaurant Agreement by the franchisee includes the transfer of the agreement itself, as well as changes in the ownership of the entity that owns the agreement. This definition is important for prospective franchisees to understand, as any action that falls under this definition requires the express written consent of Marble Slab Creamery.
Marble Slab Creamery retains significant control over who can operate a franchise under the Multi-Unit Restaurant Agreement. The franchisor's approval is required for any transfer, and this approval may be withheld for any reason at the franchisor's sole discretion. This gives Marble Slab Creamery broad authority to decide who can become a franchisee or who can take over an existing franchise.
This level of control is relatively common in franchising, as franchisors want to ensure that new franchisees meet their standards and are capable of maintaining the brand's reputation. However, it also means that franchisees have limited flexibility in selling or transferring their business. Prospective franchisees should carefully consider this restriction and discuss with Marble Slab Creamery what factors they consider when evaluating a potential transfer.