Can a Potbelly Sandwich Works developer freely assign their SDAA or development rights?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
- 7.02 No Assignment By Developer.
You and your Owners acknowledge that we are granting you development rights under this SDAA based on our perception of your and your Owners' individual and collective character, skill, business acumen, financial capability and ability to develop (and to operate under franchise agreements) future Potbelly Shops according to our standards.
These rights are personal to you and your Owners.
Therefore, neither you nor your Owners may assign this SDAA, any of your ownership interests, any interest in the Development Business, any development rights to a Potbelly Shop, or any other right granted to Developer under this SDAA.
Any assignment by your or your Owners in violation of this Section 7 will be null, void and of no force or effect.
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to Potbelly Sandwich Works's 2025 Franchise Disclosure Document, developers are restricted from assigning their rights under the SDAA (Area Development Agreement). The document explicitly states that development rights are granted based on the franchisor's assessment of the developer's character, skills, business acumen, financial capability, and ability to develop Potbelly Shops according to their standards. These rights are considered personal to the developer and their owners.
Specifically, neither the developer nor their owners are allowed to assign the SDAA, any ownership interests, any interest in the Development Business, any development rights to a Potbelly Shop, or any other right granted to the developer under the SDAA.
Any attempt to assign these rights in violation of the agreement will be considered null, void, and without legal effect. This restriction ensures that Potbelly Sandwich Works maintains control over who develops their franchises and upholds their brand standards within the designated development area.