Under what circumstances can the Franchisee assign the Moes Southwest Grill Agreement?
Moes_Southwest_Grill Franchise · 2025 FDDAnswer from 2025 FDD Document
Except as expressly provided herein, this Agreement may not be assigned by Franchisee without Company's prior written consent including assignment by operation of law and change of control.
Any attempted assignment of this Agreement in violation of the preceding sentence will be null and void ab initio.
In the event Franchisee sells or transfers the Franchised Business, this Agreement shall terminate and the transferee shall be required to execute Company's then-current form of Service Level Agreement.
In the event of an assignment of the Franchise Agreement which has been approved by Franchisor, this Agreement shall be deemed to be assigned to the assignee of the Franchise Agreement and such assignee shall be deemed to have assumed all rights and obligations of Franchisee under this Agreement.
Company may assign this Agreement to any person or entity without Franchisee consent.
This Agreement will be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.
Source: Item 22 — Contracts (FDD page 92)
What This Means (2025 FDD)
According to Moe's Southwest Grill's 2025 Franchise Disclosure Document, a franchisee generally cannot assign the Franchise Agreement without the company's prior written consent. This restriction includes assignments that occur by operation of law or through a change of control. Attempting to assign the agreement without this consent renders the assignment null and void from the beginning.
However, there are exceptions. If a franchisee sells or transfers their franchised business, the Franchise Agreement terminates, and the new owner must execute Moe's Southwest Grill's current Service Level Agreement. Additionally, if Moe's Franchisor SPV LLC approves an assignment of the Franchise Agreement, the agreement is then considered assigned to the new party. This assignee assumes all the rights and responsibilities of the original franchisee under the agreement.
Moe's Franchisor SPV LLC, on the other hand, can assign the agreement to any person or entity without needing the franchisee's consent. The agreement is binding and benefits both parties, including their respective successors and permitted assigns. This clause ensures that the obligations and benefits outlined in the Franchise Agreement continue even if ownership changes, subject to the conditions and approvals specified by Moe's Southwest Grill.