Under what conditions can MSC (or its affiliate) assign the Marble Slab Creamery contract?
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; |
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, the conditions under which MSC (or its affiliate) can assign the contract depend on the specific agreement in question.
For the LLC Operating Agreement, MSC (or its affiliate) can 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.
For the Multi-Unit Restaurant Agreement, there is no restriction on Marble Slab Creamery's right to assign the contract.
For the Management Agreement, Marble Slab Creamery (or its affiliate) may delegate their obligations to others, and there is no restriction on their right to assign the agreement.