Ernst Larese and Barbara Ann Larese v. Creamland Dairies, Inc., a New Mexico Corporation

McKAY, Circuit Judge.

The issue in this case is whether a franchisor has an absolute right to refuse to consent to the sale of a franchisee’s interest to another prospective franchisee.

Plaintiffs entered into a 10-year franchise agreement with defendant, Cream-land Dairies, in 1974. The franchise agreement provided that the franchisee “shall not assign, transfer or sublet this franchise, or any of [the] rights under this agreement, without the prior written consent of Area Franchisor [Creamland] and Baskin Robbins, any such unauthorized assignment, transfer or subletting being null and without…