Does the Potbelly Sandwich Works SDAA permit assignment by the franchisor?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
7. ASSIGNMENT.
- 7.01 Assignment By Franchisor.
We may change our ownership or form and/or assign this SDAA or any interest therein and any other agreement to a third party without restriction or notice to you.
After our assignment of this SDAA to a third party who expressly assumes this SDAA's obligations, we no longer will have any performance or other obligations under this SDAA.
That assignment will constitute a release and novation with respect to this SDAA, and the new owner-assignee will be liable to you as if it had been an original party to this SDAA.
Specifically, and without limiting the foregoing, you agree that we may sell our assets (including this SDAA), the Marks, or the Branded System to a third party; offer our ownership interests privately or publicly; merge, acquire other business entities, or be acquired by another business entity; and/or undertake a refinancing, recapitalization, leveraged buyout, or other economic or financial restructuring.
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to Potbelly Sandwich Works' 2025 Franchise Disclosure Document, the franchisor has the right to assign the Shop Development Area Agreement (SDAA). Potbelly Sandwich Works may change its ownership or form, assign the SDAA, or any interest within, and any other agreement to a third party without restriction or notice to the developer.
Following the assignment of the SDAA to a third party, if the third party expressly assumes the obligations outlined in the SDAA, Potbelly Sandwich Works will no longer have any performance or other obligations under the SDAA. This assignment will constitute a release and novation, meaning the new owner-assignee will be liable to the developer as if they were an original party to the SDAA.
Potbelly Sandwich Works retains the right to sell its assets, including the SDAA, Marks, or Branded System, to a third party. They can also offer ownership interests privately or publicly, merge with or acquire other business entities, or be acquired by another business entity. Additionally, Potbelly Sandwich Works can undertake refinancing, recapitalization, leveraged buyouts, or other economic or financial restructuring.