What is Body Brain Center entitled to receive from the franchisee as the seller of the Acquired Assets?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
21.2 Right to Purchase Center and Assets
- (a) Generally. Upon the termination or expiration of this Agreement, we shall have the right, but not the obligation, to purchase your Body & Brain Center and/or its assets at fair market value as ascertained by an independent business appraiser. If we elect to exercise this option, the date of determination of the fair market value shall be the effective date of the termination or expiration of the Agreement (the "Appraisal Date"). We will notify you of the specific items that we wish to purchase (the "Acquired Assets").
- (b) Selecting Qualified Appraisers. You and we each shall appoint an appraiser with experience appraising businesses comparable to your Business in the United States (a "Qualified Appraiser"). This appointment of the appraisers shall be made within 30 days after the Appraisal Date by giving written notice to the other party of the name and address of the Qualified Appraiser. If either of us fails to appoint a Qualified Appraiser within the 30-day period, the appraisal shall be made by the sole Qualified Appraiser appointed within that period. If each of us shall have appointed a Qualified Appraiser
within the 30-day period, then within 30 days after that the two (2) Qualified Appraisers shall appoint a third (3rd) Qualified Appraiser. If the two (2) Qualified Appraisers fail to agree on the appointment of a third (3rd) Qualified Appraiser within the 30-day period, then a third (3rd) Qualified Appraiser shall be appointed by the American Arbitration Association (acting through its office located closest to our corporate headquarters) as promptly as possible after that, upon application by either us or you. Nothing in this provision shall prohibit us and you from jointly approving a single appraiser, nor shall it obligate us or you to do so.
Source: Item 23 — RECEIPT (FDD pages 43–178)
What This Means (2025 FDD)
According to the 2025 Body Brain Center Franchise Disclosure Document, upon termination or expiration of the franchise agreement, Body Brain Center has the option to purchase the franchisee's Body & Brain Center and/or its assets. These assets are referred to as the "Acquired Assets." The price Body Brain Center would pay is the fair market value, which is determined by an independent business appraiser. The date used to determine the fair market value is the effective date of the termination or expiration of the agreement, referred to as the "Appraisal Date."
To determine the fair market value, both Body Brain Center and the franchisee will each appoint a "Qualified Appraiser" within 30 days of the Appraisal Date. These appraisers must have experience appraising businesses comparable to the franchisee's Body & Brain Center in the United States. If either party fails to appoint an appraiser within this timeframe, the appraisal will be conducted by the sole appraiser who was appointed. If both parties appoint an appraiser, the two appraisers have 30 days to appoint a third Qualified Appraiser. If they cannot agree on a third appraiser, the American Arbitration Association will appoint one.
This process ensures that the fair market value of the Acquired Assets is determined in a structured and impartial manner. The franchisee should note that Body Brain Center is not obligated to purchase the center and/or its assets. Franchisees should seek legal advice to fully understand their rights and obligations regarding the sale of their center and assets upon termination or expiration of the franchise agreement.