How is the purchase price for my All County business determined if All County exercises its option to purchase?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
23.6.5. Appraisal. If we and you are unable to agree on the Business' fair market value, its fair market value will be determined by three (3) independent appraisers who collectively will conduct one (1) appraisal.
We will appoint one appraiser, you will appoint one appraiser and the two party appointed appraisers will appoint the third appraiser.
You and we agree to select our respective appraisers within fifteen (15) days after the date we determine that we are unable to agree on the Business' fair market value, and the two appraisers so chosen are obligated to appoint the third appraiser within fifteen (15) days after the date on which the last of the two party appointed appraisers was appointed.
You and we will bear the cost of our own appraisers and share equally the reasonable fees and expenses of the third appraiser chosen by the two party appointed appraisers.
You and we will take reasonable actions to cause the appraisers to complete their appraisal within thirty (30) days after the third appraiser's appointment.
- 23.6.6. Closing. The purchase price will be paid at the closing of the purchase, which will take place not later than ninety (90) days after determination of the purchase price.
We have the right to set off against the purchase price, and thereby reduce the purchase price by, any and all amounts you or your owners owe to us.
23.6.7. Instruments. At the closing, you agree to deliver instruments transferring:
23.6.7.1. good and merchantable title to the assets purchased, free and clear of all liens and encumbrances (other than liens and security interests acceptable to us), with all sales and other transfer taxes paid by you; and
23.6.7.2. all licenses and permits of the Business which may be assigned or transferred; and
23.6.7.3. the leasehold interest in the Location and improvements thereon.
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 price will be based on the business's fair market value. This fair market value will be determined in a manner consistent with reasonable depreciation of the business's equipment, signs, inventory, materials, and supplies. However, the valuation will be as an independent business, excluding any value associated with the All County franchise itself, the associated marks, or participation in the All County network. The remaining term of the location's lease will also be a factor in determining the fair market value.
All County has the option to exclude certain assets from the purchase, such as cash or its equivalent, and any equipment, signs, inventory, materials, and supplies that are not reasonably necessary for the business's operation or that do not meet All County's standards. The purchase price will be adjusted to reflect these exclusions. If you and All County cannot agree on the fair market value, it will be determined by three independent appraisers. All County will appoint one appraiser, you will appoint one appraiser, and the two appraisers will then appoint a third appraiser to conduct a collective appraisal.
You and All County must select your respective appraisers within 15 days after determining that you cannot agree on the business's fair market value. The two party-appointed appraisers then have 15 days to appoint the third appraiser. You and All County will each bear the cost of your own appraiser and will equally share the fees and expenses of the third appraiser. Both parties are expected to take reasonable actions to ensure the appraisal is completed within 30 days after the third appraiser's appointment.
The closing of the purchase will occur no later than 90 days after the purchase price is determined. All County has the right to offset any amounts you owe them against the purchase price, thereby reducing the purchase price by the amount owed. At closing, you must deliver instruments transferring good and merchantable title to the purchased assets, free of liens, along with all transferable licenses and permits, and the leasehold interest in the location.