Does the Aira Fitness franchise agreement define what is considered 'unreasonable' withholding of consent to transfer?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
We will not unreasonably withhold our consent to transfer, provided we determine that all of the conditions described in this Section 12 have been satisfied.
Application for our consent to a transfer and tender of the right of first refusal provided for in Section 12.E must be made by submission of our form of application for consent to transfer, which must be accompanied by the documents (including a copy of the proposed purchase or other transfer agreement) or other required information.
The application must indicate whether you or an Owner proposes to retain a security interest in the property to be transferred.
No security interest may be retained or created, however, without our prior written consent and except upon conditions acceptable to us.
Any agreement used in connection with a transfer is subject to our prior written approval, which approval will not be withheld unreasonably.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, Aira Fitness states that it will not unreasonably withhold consent to a transfer of the franchise, provided all the conditions described in Section 12 of the franchise agreement are satisfied. The franchise agreement also states that any agreement used in connection with a transfer is subject to Aira Fitness's prior written approval, which approval will not be withheld unreasonably.
To apply for consent to a transfer and tender the right of first refusal, a franchisee must submit Aira Fitness's form of application for consent to transfer, accompanied by the required documents and information, including a copy of the proposed purchase or transfer agreement. The application must also indicate whether the franchisee or an Owner proposes to retain a security interest in the property to be transferred; however, no security interest may be retained or created without Aira Fitness's prior written consent and except upon conditions acceptable to them.
While Aira Fitness states it will not 'unreasonably withhold consent', the FDD does not specifically define what constitutes 'unreasonable' withholding of consent. It outlines conditions that must be met for a transfer to be approved, but it does not provide examples of situations where withholding consent would be considered unreasonable. A prospective franchisee should seek clarification from Aira Fitness on what specific factors or circumstances they would consider as 'unreasonable' in the context of withholding consent to a transfer. This understanding is crucial for franchisees planning for future exit strategies or changes in ownership.