Under what conditions will Stretch Zone consent to a transfer of the Franchise Agreement or sale of assets?
Stretch_Zone Franchise · 2025 FDDAnswer from 2025 FDD Document
) any other matter upon which certification is requested by us or a prospective assignee or lender. We and any prospective purchaser or lender of ours may rely upon any estoppel certificate you give under this Subsection. Any failure or refusal to timely sign a truthful estoppel certificate under this Subsection is an Event of Default on your part.
Section 10.2 TRANSFER BY YOU
(a) Personal Rights. You agree not to transfer any interest in this Agreement, or a major portion of the Business Assets comprising the Franchise Business, or more than 50% of the equity interests of the Franchisee if a Business Entity without our prior written consent. We will not unreasonably withhold, delay or condition our consent to any proposed transfer or assignment by you that requires our consent. Our consent is not required for a transfer of an equity interest, if the
Franchisee is a Business Entity, to another original equity owners but such transfer does not release the transferring Franchise Owner from her/his obligations under any Guaranty that s/he previously signed.
- (b) Transfer to Your Business Entity. You may assign this Agreement to a Business Entity in which you own a majority of the issued and outstanding equity interests if:
- (i) You or a Regional Manager actively manages the Business Entity and continues to devote his or her best efforts and full and exclusive time to the day-to-day operation of your Franchise Business. You must advise us of the name of the Regional Manager, and the Regional Manager must meet our standards, including training.
- (ii) The Business Entity cannot use the trade name "Stretch Zone" in any derivative or form in the name of the Business Entity.
- (iii) The Board of Directors (Management Committee) and Shareholders (Members) of the Business Entity approve the assumption of this Agreement, authorize an officer or manager to sign a joinder agreement or assumption of this Agreement and appoint a Designated Representative.
Source: Item 8 — Receipts. Any sale made must be in compliance with § 683(8) of the Franchise Sale Act (N.Y. Gen. Bus. L. § 680 et seq.), which describes the time period a Franchise Disclosure Document (offering prospectus) must be provided to a prospective franchisee before a sale may be made. New York law requires a franchisor to provide the Franchise Disclosure Document at the earliest of the first personal meeting or ten (10) business days before the execution of the franchise or other agreement or the payment of any consideration that relates to the franchise relationship. (FDD pages 99–263)
What This Means (2025 FDD)
According to Stretch Zone's 2025 Franchise Disclosure Document, a franchisee may be able to transfer their Franchise Agreement to a business entity under specific conditions. The franchisee must own a majority of the equity interests in the business entity. Either the franchisee or a Regional Manager must actively manage the business and dedicate their full time and effort to the daily operations of the Stretch Zone franchise. The franchisor must be informed of the Regional Manager's name, and the Regional Manager must meet Stretch Zone's standards, including training requirements.
The business entity is prohibited from using "Stretch Zone" in its name. The Board of Directors (or Management Committee) and Shareholders (or Members) of the business entity must approve the assumption of the Franchise Agreement, authorize an officer or manager to sign a joinder agreement or assumption of the agreement, and appoint a Designated Representative. An authorized officer or manager of the business entity must sign a document, approved by Stretch Zone, agreeing to be bound by all provisions of the Franchise Agreement. All certificates representing equity interests must include a legend indicating that the interests are subject to the terms and restrictions of the Franchise Agreement, including transfer restrictions.
Notably, the franchisee will not be required to pay a Transfer Fee for transfers meeting these conditions. However, the franchisee remains personally liable for all monetary and non-monetary obligations under the Franchise Agreement, both before and after the transfer, through the end of the initial term and any renewal term. This means that even after transferring the agreement to a business entity, the original franchisee is still responsible for ensuring all obligations are met.