Are parties required to have independent counsel during negotiations preceding the execution of the Cool Binz Release?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
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- [TRANSFERS – WHEN BUYER IS PAYING IN INSTALLMENTS] FRANCHISE OWNER(S) and Franchisee acknowledge and agree (i) that they negotiated the sale of their franchise to Buyer Company without the assistance, or any other involvement of the Franchisor; (ii) that the purchase price for such sale (the "Purchase Price") will not be paid in full at closing, but will be paid over a period of time after closing, and (iii) that they are assuming the full risk of nonpayment of the Purchase Price, FRANCHISE OWNER(S) and Franchisee further agree that they will not, in any manner, at any time, under any set of circumstances, seek payment of any portion of the Purchase Price from Cool Binz International, LLC, and/or any of its directors, officers, members, shareholders, employees, agents, representatives, heirs, successors or assigns.
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
The 2025 Cool Binz Franchise Disclosure Document does not state that parties are required to have independent counsel during negotiations preceding the execution of the Cool Binz Release. However, the document does state that Franchise Owners and Franchisees acknowledge and agree that they negotiated the sale of their franchise to Buyer Company without the assistance, or any other involvement of the Franchisor. This implies that franchisees have the option to seek counsel, but it is not mandated by Cool Binz.
It is standard practice in the franchise industry for franchisors to recommend that franchisees seek independent legal and financial advice before signing any agreements. This is to ensure that the franchisee fully understands the terms and conditions of the agreement and the risks involved. While Cool Binz does not explicitly require independent counsel, it is generally advisable for prospective franchisees to consult with an attorney and financial advisor before making a final decision.
Prospective Cool Binz franchisees should consider asking the franchisor directly about their recommendation regarding independent legal counsel. Understanding Cool Binz's stance on this matter can help franchisees make an informed decision about whether or not to seek legal advice. It is important to note that the cost of legal counsel is the responsibility of the franchisee.