Does Marble Slab Creamery have any restrictions on assigning its Multi-Unit Restaurant Agreement contract?
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 Marble Slab Creamery's 2025 Franchise Disclosure Document, Marble Slab Creamery has no restrictions on assigning its Multi-Unit Restaurant Agreement contract. Section 7.1 of the Multi-Unit Restaurant Agreement states that there is "no restriction on our right to assign." This means Marble Slab Creamery can freely transfer its rights and obligations under the agreement to another party without needing the franchisee's consent.
However, franchisees looking to transfer their agreement with Marble Slab Creamery face significant restrictions. As detailed in Section 7.3 of the Multi-Unit Restaurant Agreement, any transfer by the franchisee, including changes in ownership of the entity that owns the agreement, requires Marble Slab Creamery's express written consent. This consent can be withheld for any reason, at Marble Slab Creamery's sole and absolute discretion.
This asymmetry in assignment rights is not uncommon in franchising. It gives Marble Slab Creamery flexibility in its business operations while maintaining tight control over who operates franchises. Prospective franchisees should carefully consider this provision, as it could impact their ability to sell the business or transfer ownership in the future. Franchisees should seek legal counsel to fully understand the implications of these transfer restrictions.