Under what conditions can Sunoco revoke the Aplus franchise agreement before the Commencement Date?
Aplus Franchise · 2024 FDDAnswer from 2024 FDD Document
r of the minority stock of a corporation with multiple shareholders with one shareholder being the 51% majority shareholder. One person must retain 51% of all shares;
- (d) The dissolution of a two-partner partnership or a two-shareholder corporation resulting in one of the former partners or shareholders remaining as a sole proprietor; and
- (e) Corporate name change only of the franchisee provided that franchisee in its notice to Franchisor details the reason(s) for the requested name change and provides any additional information required by Franchisor and Franchisor consents to the request.
7. Supplemental Terms:
The parties acknowledge and agree that the Agreement is hereby supplemented by the inclusion of the following terms and conditions:
"22. STORE SPECIFIC ADDITIONAL TERMS AND CONDITIONS
- 22.1. Construction/Conversion of Leased APLUS Store Premises
- 22.1.1. Within the timeframe established by Sunoco, Sunoco shall undertake such construction or conversion of the Premises as is necessary, in Sunoco's sole opinion, to make the Premises suitable for operation of an APLUS Store. Notwithstanding the foregoing, in addition to any other rights of termination, Sunoco may revoke this Agreement before the Commencement Date in the event any of the following conditions ("Conditions Precedent") have not been satisfied. The Conditions Precedent are as follows:
- 22.1.1.a. Sunoco must obtain, in a form satisfactory to Sunoco, all licenses, permits, variances, and other required governmental approvals necessary for such construction and conversion of the Premises.
- 22.1.1.b. Sunoco must obtain, in a form satisfactory to Sunoco, contractor(s) bid(s) covering all construction and/or conversion, including the cost of installing all Store equipment to be installed by Sunoco, but not including the purchase price of the Store equipment. Sunoco retains the right to reject any bids that are not acceptable in Sunoco's sole opinion.
- 22.1.1.c. If the Premises is located in a jurisdiction where beer and wine licenses are available to convenience food store operators, Franchisee must obtain a beer and wine license at your sole cost and expense. If by law, a beer and wine license is not available until construction is completed or the APLUS Store is open for business, this requirement shall be waived as a Condition Precedent; however, you acknowledge and agree you will diligently pursue obtaining a beer and wine license at the earliest possible date.
- 22.1.1.d. If before the Commencement Date, circumstances arise that render the
construction or conversion uneconomical in Sunoco's sole discretion, Sunoco may revoke or terminate this Agreement.
22.1.2. The Franchise Fee, minus Franchisor's costs, are refundable at Franchisor's sole discretion if Franchisor is unable to timely undertake its obligations under Section 22.1.1 above.
22.2 Sunoco Premises Lease
Prior to the Commencement Date, Franchisee will execute a lease between Franchisee and Sunoco for the Premises in the form of Attachment 6 attached hereto and made a part hereof ("Premises Lease")."
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby have duly executed this Attachment 1.A., effective as of the Effective Date.
FRANCHISOR: SUNOCO RETAIL LLC
ATTACHMENT 1 TO THE FRANCHISE AGREEMENT KEY TERMS
B. NON-LEASED APLUS STORE
1. Section 3, Fees:
| ELECTRONIC FUNDS TRANSFER CHANGE FORM | ||
|---|---|---|
| AUTHORIZATION DEBIT/CREDIT AGREEMENT ALL FIELDS MUST BE COMPLETED | ||
| NEW Bank Name | Legal Entity Name | |
| Bank Address | Billing Address | |
| Bank City, Bank State, Bank Zip | Billing City, Billing State, Billing Zip | |
| Customer Bank Account No. (please include leading zeros) | Bank Transit / ABA No. |
Source: Item 23 — RECEIPT (FDD pages 68–302)
What This Means (2024 FDD)
According to Aplus's 2024 Franchise Disclosure Document, Sunoco may revoke the franchise agreement before the Commencement Date under specific conditions related to construction, licensing, and site selection.
Specifically, Sunoco can revoke the Aplus Franchise Agreement if certain conditions precedent are not met. These include Sunoco's inability to obtain necessary licenses, permits, variances, and governmental approvals for the construction or conversion of the premises. Aplus also needs acceptable contractor bids for the construction or conversion, including the cost of installing store equipment. Additionally, if beer and wine licenses are available in the location's jurisdiction, the franchisee must obtain them at their own cost, unless legally restricted until after construction or opening.
Furthermore, Sunoco may revoke the agreement if circumstances arise that make the construction or conversion of the premises uneconomical, in Sunoco's sole discretion. If an acceptable site is not found by the franchisee and approved by Aplus within ninety (90) days of the Effective Date, then Aplus reserves the right to terminate the agreement.
These stipulations highlight the importance of securing necessary approvals, managing construction costs, and finding a suitable site within the specified timeframe to avoid potential termination of the Aplus Franchise Agreement before the store's opening.