Under what conditions can a Marble Slab Creamery franchisee terminate the LLC Operating Agreement?
Marble_Slab_Creamery Franchise · 2025 FDDAnswer from 2025 FDD Document
taurant Agreement. You should read these provisions in the agreement attached to this disclosure 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. |
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, a franchisee can only terminate the LLC Operating Agreement under specific conditions. The agreement can only be terminated by the affirmative vote or consent of both the manager and all of the members. This requirement suggests that unilateral termination by a franchisee is not permitted.
This stipulation means that a franchisee's ability to exit the LLC Operating Agreement is heavily dependent on obtaining consent from all involved parties, including the manager, which is likely Marble Slab Creamery or an affiliate. This could pose a challenge if the franchisee wishes to terminate the agreement due to disagreements or changing business circumstances. Without the consent of all members and the manager, the franchisee remains bound by the terms of the agreement.
Additionally, the LLC Operating Agreement can be terminated upon the sale, transfer, or other disposition of all or substantially all of the LLC's assets. This implies that if the business is sold or its assets are transferred, the agreement can be terminated. However, this condition is tied to significant business events rather than the franchisee's individual decision to terminate.
Prospective Marble Slab Creamery franchisees should carefully consider these termination conditions and understand the implications of needing unanimous consent to terminate the LLC Operating Agreement. It is advisable to seek legal counsel to fully understand their rights and obligations under the agreement and to explore potential exit strategies in various scenarios.