Does the Franchisor's Affiliate retain the proceeds from the sale of the Pod after an Aira Fitness franchisee's Event of Default?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
- (f) In its sole discretion, re-lease or sell any or all of the Pod at a public or private sale on such terms and notice as Franchisor's Affiliate shall deem reasonable (such sale may, at Franchisor's Affiliate's sole option, be conducted at Franchisee's premises), and recover from Franchisee damages, not as a penalty, but herein liquidated for all purposes and in an amount equal to the sum of (i) any accrued and all unpaid rent as of the later of (A) the date of default or (B) the date that Franchisor's Affiliate has obtained possession of the Pod or such other date as Franchisee has made an effective tender of possession of the Pod back to Franchisor's Affiliate ("Default Date"), plus interest at the rate of eighteen percent (18%) per annum; (ii) the present value of all future rentals reserved in the Lease and contracted to be paid over the unexpired term of the Lease discounted at a rate equal to the discount rate of the Federal Reserve Bank of Chicago as of the Default Date plus interest on said sum at the rate of eighteen percent (18%) per annum until paid; (iii) all commercially reasonable costs and expenses incurred by Franchisor's Affiliate in any repossession, recovery, storage, repair, sale, release or other disposition of the Pod including reasonable attorneys' fees and costs incurred in connection with or otherwise resulting from the Franchisee's default; (iv) present value of the agreed upon or estimated residual value of the Pod (as of the expiration of this Lease or any renewal thereof) discounted at a rate equal to the discount rate of the Federal Reserve Bank of Chicago as of the date of Default; and (v) any indemnity, if then determinable, plus interest at eighteen percent (18%) per annum, LESS the amount received by Franchisor's Affiliate upon such public or private sale or re-lease of such items of Pod, if any;
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to the 2025 FDD, Aira Fitness's affiliate has the right to re-lease or sell the Pod at a public or private sale if an Event of Default occurs. The affiliate has sole discretion over the terms and notice of the sale, and the sale may occur at the franchisee's premises.
From the proceeds of the sale or re-lease, the affiliate recovers damages including: any unpaid rent as of the default date plus 18% interest per annum; the present value of all future rentals discounted at the Federal Reserve Bank of Chicago's discount rate plus 18% interest per annum; all commercially reasonable costs and expenses incurred in repossession, storage, repair, sale, or re-lease, including attorney's fees; and the present value of the agreed-upon or estimated residual value of the Pod discounted at the Federal Reserve Bank of Chicago's discount rate as of the date of default; and any indemnity plus 18% interest per annum.
After deducting these amounts from the sale or re-lease proceeds, the affiliate retains the remaining amount. This means that after an Event of Default, Aira Fitness's affiliate is entitled to recover all outstanding debts and expenses related to the Pod, and any remaining funds after these deductions are not returned to the franchisee. This arrangement protects the affiliate's financial interests in the event of a franchisee default.