How is the purchase price for the acquired assets determined when Beverly Anns Cookie acquires them?
Beverly_Anns_Cookie Franchise · 2025 FDDAnswer from 2025 FDD Document
nd inventory (non-perishable products, materials and supplies) used in the Franchised Business, all licenses necessary to operate the Franchised Business (if transferable) and the real estate fee simple or the lease or sublease for the Premises. Customer information and Customer Lists are owned by us and accordingly are not included within the definition of "Acquired Assets" and must be returned to us without charge upon expiration or termination. You may not sell the information or lists to a third party. We will be entitled to have the provisions in this Section enforced by a court of competent jurisdiction should you fail to meet your obligations. We will have the unrestricted right to assign this option to purchase the Acquired Assets. We or our assignee will be entitled to all customary representations and warranties, including that the Acquired Assets are free and clear (or, if not, accurate and complete disclosure) as to: (1) ownership, condition and title; (2) liens and encumbrances; (3) environmental and hazardous substances; and (4) validity of contracts and liabilities inuring to us or affecting the Acquired Assets, whether contingent or otherwise.
Purchase Price
The purchase price for the Acquired Assets ("Purchase Price") will be their fair market value (or, for leased assets, the fair market value of the lease), determined as of the Specified Date in a manner that accounts for reasonable depreciation and condition of the Acquired Assets. The Purchase Price for the Acquired Assets will not factor in the value of any rights granted by this Franchise Agreement, trademark, service mark, or other commercial symbol used in connection with the operation of the Franchised Business, nor any goodwill or "going concern" value for the Franchised Business. We may exclude from the Acquired Assets purchased in accordance with this Section any equipment, GR Vehicle, and inventory that are not accepted as meeting then-current standards for a Franchised Business or for which you cannot deliver a Bill of Sale in a form satisfactory to us.
If you and we cannot agree upon a fair market value, we shall appoint an independent, third party appraiser with experience appraising businesses comparable to your Franchised Business in the United States ("Qualified Appraiser") within 30 days after the Specified Date.
Source: Item 23 — RECEIPTS (FDD pages 57–235)
What This Means (2025 FDD)
According to Beverly Anns Cookie's 2025 Franchise Disclosure Document, the purchase price for acquired assets is determined by their fair market value on the specified date, accounting for reasonable depreciation and condition. The purchase price excludes the value of any rights granted by the Franchise Agreement, trademarks, service marks, or goodwill associated with the franchised business. Beverly Anns Cookie may exclude equipment, GR Vehicles, and inventory that do not meet current standards or for which a satisfactory Bill of Sale cannot be delivered.
If the franchisee and Beverly Anns Cookie cannot agree on the fair market value, an independent, third-party appraiser will be appointed within 30 days of the specified date. The cost of the appraiser is split, with Beverly Anns Cookie paying 50% and the franchisee paying the other 50%. The appraiser will assess the acquired assets, and if the franchisee agrees with the appraised value, that becomes the purchase price.
If the franchisee disagrees with the initial appraisal, they can hire another qualified appraiser at their own expense. In this case, the purchase price will be the average of the two values provided by the qualified appraisers. The chosen appraiser will have full access to the franchised business, premises, and records to conduct the appraisal, valuing leasehold improvements, equipment, furnishings, fixtures, signs, and inventory according to the standards outlined in the FDD.