Under what conditions will Moes Southwest Grill automatically withhold consent for a transfer?
Moes_Southwest_Grill Franchise · 2025 FDDAnswer from 2025 FDD Document
we may terminate this Agreement without opportunity to cure.
- A. Requesting Consent. If you or any of your Owners desire to make a Transfer, you must promptly provide us with written notice. You agree to provide any information and documentation relating to the proposed Transfer that we reasonably require. We have the right to communicate with both you, your counsel, and the proposed transferee on any aspect of a proposed Transfer. No Control Transfer may be completed until at least 60 days after we receive all requested information to evaluate the proposed Control Transfer. No other Transfer may be completed until at least 30 days after we receive all requested information to evaluate such proposed Transfer.
- B. Granting Consent. We have sole and absolute discretion to withhold our consent, except as otherwise provided in Sections 16.4 through 16.7. Without limiting the foregoing, we will not consent to a Transfer, and we are under no obligation to do so, if (i) your Franchised Business is not open and operating; or (ii) the Transfer would cause a transferee or its owners to breach another agreement (whether or not with us). Our consent to a Transfer does not constitute a waiver of any claims that we have against the transferor, nor is it a waiver of our right to demand exact compliance with the terms of this Agreement.
- 16.3 Control Transfer. For a proposed Control Transfer, in addition to any other conditions that we may specify and without limiting in any way our sole and absolute discretion to grant or withhold consent for a proposed Control Transfer, at a minimum, the following conditions must be satisfied (unless waived by us):
- A. You notify us in writing at least 90 days prior to any proposed Control Transfer and provide all requested information at least 60 days prior to any proposed Control Transfer.
- B. All sums you owe us and our affiliates are paid.
- C. You are not (i) at the time of the Transfer request or the Transfer closing, in default in any material respect under this Agreement or any other agreement with us, or any of our affiliates, or any of our Approved Suppliers and (ii) you have not been during the Term, in default in any material respect under this Agreement or any other agreement with us, any of our affiliates, or any of our Approved Suppliers without curing such default within the applicable cure period.
- D. The transferee and its proposed directors, officers, shareholders, partners, and members, as applicable, and its Manager and any other personnel we designate, who will be responsible for operating and managing the Business, satisfactorily complete before the date of Transfer our Management Training Program.
- E. The transferee and its directors, officers, shareholders, partners, members, and managers, as applicable, meet our requirements for approval as new franchisees, including our requirements for proficiency in the English language. If the transferee, its affiliates, or any of its directors, officers, shareholders, partners, members, or managers owns an interest in another Business or another franchise licensed by one of our affiliates, those individuals or Entities must (i) at the time of the Transfer request or the Transfer closing, not be in default in any material respect under any agreement with us, any of our affiliates, or any suppliers, (ii) during the previous two years, not have been in default in any material respect under any agreement with us, our affiliates, or any suppliers without curing such default within the applicable cure period, and (iii) in our sole judgment, have been approved to develop and operate additional franchises.
- F.
Source: Item 22 — Contracts (FDD page 92)
What This Means (2025 FDD)
According to the 2025 FDD, Moes Southwest Grill has sole and absolute discretion to withhold consent for a transfer, except as otherwise provided in Sections 16.4 through 16.7. Moes Southwest Grill will not consent to a transfer if the Franchised Business is not open and operating. Additionally, Moes Southwest Grill will not consent if the transfer would cause a transferee or its owners to breach another agreement, whether or not with them.
For a proposed Control Transfer, the franchisee must notify Moes Southwest Grill in writing at least 90 days prior to any proposed Control Transfer and provide all requested information at least 60 days prior to any proposed Control Transfer. All sums the franchisee owes Moes Southwest Grill and its affiliates must be paid. The franchisee must not be in default in any material respect under this Agreement or any other agreement with Moes Southwest Grill, or any of its affiliates, or any of its Approved Suppliers. The transferee and its proposed directors, officers, shareholders, partners, and members, as applicable, and its Manager and any other personnel Moes Southwest Grill designates, who will be responsible for operating and managing the Business, must satisfactorily complete Moes Southwest Grill's Management Training Program before the date of Transfer.
The transferee and its directors, officers, shareholders, partners, members, and managers, as applicable, must meet Moes Southwest Grill's requirements for approval as new franchisees, including requirements for proficiency in the English language. If the transferee, its affiliates, or any of its directors, officers, shareholders, partners, members, or managers owns an interest in another Business or another franchise licensed by one of Moes Southwest Grill's affiliates, those individuals or Entities must (i) at the time of the Transfer request or the Transfer closing, not be in default in any material respect under any agreement with Moes Southwest Grill, any of its affiliates, or any suppliers, (ii) during the previous two years, not have been in default in any material respect under any agreement with Moes Southwest Grill, its affiliates, or any suppliers without curing such default within the applicable cure period, and (iii) in Moes Southwest Grill's sole judgment, have been approved to develop and operate additional franchises.
The franchisee and their Owners must agree to remain liable for all of the obligations to Moes Southwest Grill in connection with the Franchised Business arising before the effective date of the Transfer and execute any and all instruments that Moes Southwest Grill reasonably request to evidence such liability. The franchisee must provide Moes Southwest Grill with written notice from their landlord indicating that their landlord has agreed to transfer the Site Agreement to their transferee. Moes Southwest Grill must determine, in their sole discretion, that the purchase price and payment terms will not adversely affect the operation of the Franchised Business, and if the franchisee or their Owners finance any part of the purchase price, they must agree that all obligations under promissory notes, agreements, or security interests reserved in the Franchised Business are subordinate to the transferee's obligation to pay all amounts due to Moes Southwest Grill and its affiliates and otherwise to comply with this Agreement.