Does All County have to purchase the leasehold rights to the Location when exercising its option to purchase my All County business?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
23.6.1. Exercise of Option. Upon termination or expiration of this Agreement in accordance with its terms and conditions or your termination of this Agreement without cause, we have the option, exercisable by giving written notice to you within sixty (60) days from the date of such termination or expiration, to purchase the Business from you, including the leasehold rights to the Location, free and clear of all liens, restrictions or encumbrances. (The date on which we notify you whether or not we are exercising our option is referred to in this Agreement as the "Notification Date.") We have the unrestricted right to assign this option to purchase the Business. We will be entitled to all customary warranties and representations in connection with our asset purchase, including, without limitation, representations and warranties as to ownership and condition of and title to assets; liens and encumbrances on assets; validity of contracts and agreements; and liabilities affecting the assets, contingent or otherwise.
23.6.2. Leasehold Rights. You agree, at our election, to assign your leasehold interest in the Location to us or, to enter into a sublease for the remainder of the lease term on the same terms (including renewal options) as the prime lease.
23.6.3. Purchase Price. The purchase price for the Business will be its fair market value, determined in a manner consistent with reasonable depreciation of the Business' equipment, signs, inventory, materials and supplies, provided that the Business will be valued as an independent business and its value will not include any value for the Franchise or any rights granted by this Agreement; the Marks; or participation in the network of ALL COUNTY® businesses. The length of the remaining term of the lease for the Location will also be considered in determining the Business' fair market value.
23.6.4. Exclusions. We may exclude cash or its equivalent and any equipment, signs, inventory, materials and supplies that are not reasonably necessary (in function or quality) to the Business' operation or that we have not approved as meeting standards for ALL COUNTY® businesses from the assets purchased, and the purchase price will reflect these exclusions.
Source: Item 23 — Receipts (FDD pages 43–157)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, if All County exercises its option to purchase your business upon termination or expiration of the franchise agreement, the purchase includes the leasehold rights to your business location. All County has the option to purchase the business, including the leasehold rights, free and clear of all liens, restrictions, or encumbrances. All County can exercise this option by providing written notice within 60 days of the termination or expiration date.
As an All County franchisee, you are obligated, if All County elects, to assign your leasehold interest to them or enter into a sublease for the remainder of the lease term, maintaining the same terms as the original lease, including any renewal options. The purchase price for the business will be based on its fair market value, considering reasonable depreciation of assets like equipment, signs, inventory, and supplies. However, the valuation will exclude any value associated with the All County franchise itself, the brand's trademarks, or participation in the All County network.
All County also has the discretion to exclude certain assets from the purchase, such as cash or equipment, signs, inventory, materials, and supplies that are not deemed reasonably necessary for the business's operation or do not meet All County's standards. The purchase price will be adjusted to reflect these exclusions. This means that as a franchisee, you may need to find a new buyer for excluded assets or liquidate them yourself if All County chooses not to purchase them.