What are the requirements for MSC's (or its affiliate's) approval of a transfer by a Marble Slab Creamery 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. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 74–85)
What This Means (2025 FDD)
According to Marble Slab Creamery's 2025 Franchise Disclosure Document, specifically Item 17 which discusses renewal, termination, transfer, and dispute resolution, a franchisee needs express written consent from the manager of the LLC and more than 75% of the percentage interests to transfer their franchise. If a franchisee attempts to transfer their interest without this consent and approval, the transfer will be deemed invalid. This requirement is detailed within Section 3.2 and Article 9 of the LLC Operating Agreement.
This stipulation means that a Marble Slab Creamery franchisee cannot independently sell or transfer their franchise to another party without the franchisor's explicit approval. The franchisor maintains significant control over who becomes a franchisee within their system. This ensures that any new franchisee meets the standards and qualifications deemed necessary by Marble Slab Creamery.
For a prospective franchisee, this highlights the importance of understanding the conditions under which they can exit the business. It is crucial to maintain a good relationship with the franchisor and adhere to the terms of the agreement to facilitate a smooth transfer process should the franchisee decide to sell in the future. Additionally, the franchisee should be aware of the potential difficulties in finding a buyer who is also acceptable to Marble Slab Creamery, as the franchisor's approval is not guaranteed.
It is also important to note that the LLC Operating Agreement also gives Marble Slab Creamery the right of first refusal to acquire the franchisee's business. This means that if a member of the LLC wants to sell, assign, or transfer their units in the LLC, they must first offer them to the other members.