Can Clean Your Dirty Face decide not to purchase my business after the purchase price has been determined?
Clean_Your_Dirty_Face Franchise · 2025 FDDAnswer from 2025 FDD Document
We (or our assignee) will pay the purchase price for your Business and/or Premises (calculated as described below) at the closing, which will take place not later than sixty (60) days after the purchase price is determined, although we (or our assignee) may decide after the purchase price is determined not to purchase your Business and/or the Premises. We may set off against the purchase price, and reduce the purchase price by, any and all amounts you or your owners owe us or our affiliates. At the closing, you agree to deliver instruments transferring to us (or our assignee):
- good and merchantable title to the assets purchased, free and clear of all liens and encumbrances (other than liens and security interests acceptable to us), with all sales and other transfer taxes paid by you;
- all of your Business's licenses and permits which may be assigned or (b) transferred; and
- the ownership interest or leasehold interest (as applicable) in the Premises and improvements or a lease assignment or lease or sublease, as applicable.
Source: Item 22 — CONTRACTS (FDD page 54)
What This Means (2025 FDD)
According to Clean Your Dirty Face's 2025 Franchise Disclosure Document, Clean Your Dirty Face has the option to not purchase your business and/or the premises even after the purchase price has been determined. Clean Your Dirty Face or its assignee will pay the purchase price at closing, which will occur no later than 60 days after the price is determined. However, Clean Your Dirty Face retains the right to decide against the purchase after the price is set.
This clause presents a significant risk for franchisees. After going through the appraisal process and waiting for the closing, the franchisee could be left in limbo if Clean Your Dirty Face decides not to proceed with the purchase. This could force the franchisee to seek other buyers, potentially under time constraints.
Furthermore, Clean Your Dirty Face can offset any amounts owed by the franchisee or their owners against the purchase price, reducing the final amount paid. The franchisee is also responsible for delivering clear title to the assets, transferring licenses and permits, and providing a lease assignment or sublease if applicable. Failure to meet these conditions could further complicate or delay the sale. Franchisees should seek legal counsel to fully understand the implications of this clause and negotiate for more favorable terms if possible.