If a Circle K Purchaser becomes insolvent, what happens to the Conversion/Improvement Amount?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
the Conversion/Improvement Amount principal forgiven pursuant to this subparagraph (b) shall reduce the principal balance of the Conversion/Improvement Amount due hereunder, and the accrued interest going forward shall be calculated based on such reduced principal balance of the Conversion/ Improvement Amount. The aggregate amount of Conversion/Improvement Amount principal and interest accrued thereon that is forgiven pursuant to this subparagraph (b) at any particular time is hereinafter referred to as the "Total Forgiven Amount."
- (c) Notwithstanding anything to the contrary contained herein, in the event (i) Purchaser fails to comply with any provision of this Agreement, the Motor Fuel Agreement, or any related agreement, note, contract, or instrument between the parties or in favor of Seller; (ii) the Purchaser discontinues actively marketing motor fuel at the Premises; (iii) Purchaser begins selling motor fuel at the Premises under trade names or trademarks or other brand identification other than those permissible under the Motor Fuel Agreement; (iv) Purchaser fails to comply with the image, appearance, or operational standards at the Premises set forth by Seller, including the Image Standards, which standards may from time to time be amended or modified; (v) there ceases to be a Motor Fuel Agreement in effect between Seller and Purchaser for any reason whatsoever including, without limitation, by mutual consent; (vi) Purchaser assigns or transfers its rights or interests, or any portion thereof, in this Agreement, the Motor Fuel Agreement, Purchaser's ownership interest in or Purchaser's lease of the Premises; (vii) if the Premises is debranded for any reason whatsoever; (viii) any representation, statement or warranty made by Purchaser to Seller in this Agreement or in connection with negotiations related to this Agreement, or in any certificate, financial statement or document delivered pursuant to this Agreement proves to be incorrect, untrue or misleading in any material respect when made or deemed made; (ix) Purchaser becomes insolvent, or admits its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or applies for or is subject to the appointment of a receiver or trustee for it or a substantial part of its property or business, or initiates bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law, or any such proceedings are initiated against Purchaser;
Source: Item 23 — RECEIPTS (FDD pages 100–359)
What This Means (2025 FDD)
According to Circle K's 2025 Franchise Disclosure Document, if a Purchaser becomes insolvent, it constitutes an event that allows Circle K to take action regarding the Conversion/Improvement Amount. Specifically, if the Purchaser becomes insolvent, admits its inability to pay debts, makes an assignment for the benefit of creditors, applies for or is subject to the appointment of a receiver or trustee, or initiates bankruptcy proceedings, it is considered a breach of the agreement.
This breach, according to the FDD, allows Circle K to pursue remedies. While the document does not explicitly state what happens to the Conversion/Improvement Amount, it does state that upon the occurrence of such an event, Circle K has the right to terminate the agreement. Even if the agreement is terminated, the Purchaser remains liable for all amounts owed to Circle K under the agreement, including the Total Unforgiven Repayment.
In practical terms, this means that if a Circle K franchisee faces insolvency, they risk losing the franchise and still being responsible for repaying any unforgiven portion of the Conversion/Improvement Amount. This could create a significant financial burden for the franchisee during an already difficult time. Prospective franchisees should carefully consider this risk and ensure they have a solid financial plan to avoid insolvency.