Does the Marble Slab Creamery franchisor have to be reasonable when withholding consent to a transfer?
Marble_Slab_Creamery Franchise · 2025 FDDAnswer from 2025 FDD Document
ar period immediately preceding the date on which Franchisee notifies Franchisor of the proposed transfer;
- 12.2.3.10 Franchisee will remain liable for all of the obligations to Franchisor in connection with the Restaurant before the effective date of the transfer and will execute any and all instruments reasonably requested by Franchisor to evidence such liability;
- 12.2.3.11 At the transferee's expense, the transferee's operating partner, manager and/or such additional persons as may be reasonably designated by Franchisor will complete any training programs then in effect for Marble Slab Creamery franchisees upon such terms and conditions as Franchisor may reasonably require, including that such training be completed before the effective date of the transfer;
12.2.3.12 If this Agreement has been executed pursuant to an Area Development Agreement (whether or not such agreement remains in effect) or a Multi-Unit Restaurant Agreement or similar agreement, that this Agreement and all other franchise agreements executed pursuant to such agreement shall be concurrently transferred/assigned to the same assignee;
Source: Item 22 — CONTRACTS (FDD page 101)
What This Means (2025 FDD)
Based on the 2025 Marble Slab Creamery Franchise Disclosure Document, the franchisor's obligation to be reasonable when withholding consent to a transfer is not explicitly detailed in the provided excerpts. While the FDD outlines various conditions and requirements related to franchise transfers, it does not specify that the franchisor must act reasonably when deciding whether or not to approve a transfer.
However, the document does state that the transferee must complete training programs under terms and conditions that the franchisor may reasonably require. Additionally, in the event of termination or expiration of the agreement, the franchisor can request modifications or alterations to the premises that are deemed reasonably necessary to differentiate it from other Marble Slab Creamery locations.
Because the FDD excerpts do not directly address the reasonableness standard for transfer consent, prospective franchisees should seek clarification from the franchisor regarding the specific conditions under which a transfer may be denied and whether the franchisor is bound by a reasonableness standard in making such decisions. Understanding the franchisor's criteria for approving or denying transfers is crucial for franchisees planning for future exit strategies or business transitions.