When Cicis consents to a transfer, does this constitute a representation of the fairness of the terms of any contract between the franchisee and the transferee?

According to Cicis's 2025 Franchise Disclosure Document, Cicis's consent to a transfer of franchise rights does not constitute a representation regarding the fairness of the terms in any contract between the franchisee and the transferee. Furthermore, Cicis's consent is not a representation of the transferee's prospects for success. Cicis's consent to transfer is also not a waiver of any claims Cicis has against the franchisee or a waiver of Cicis's right to demand full compliance by both the franchisee and the transferee with the Development Agreement.

This means that a prospective Cicis franchisee who is considering purchasing an existing franchise should not assume that Cicis has vetted or approved the financial terms of the sale agreement between the current franchisee and the prospective franchisee. It is the prospective franchisee's responsibility to conduct their own due diligence and assess the fairness of the terms and the likelihood of success under those terms.

This is a standard practice in franchising, as franchisors like Cicis typically want to maintain control over who joins their system but do not want to become entangled in the financial negotiations between franchisees. Prospective franchisees should seek independent legal and financial advice before agreeing to purchase an existing Cicis franchise to ensure they understand the terms of the transfer agreement and their potential risks and rewards.