What condition applies to the transfer of a Counselor Realty franchise after Counselor Realty declines the initial offer?
Counselor_Realty Franchise · 2025 FDDAnswer from 2025 FDD Document
9.6 Right of First Refusal. If you (or any subsequent Franchisee) propose a transfer governed by this Article 9, in whole or in part, to any third party in response to a bona fide offer from such third party, you shall first offer to sell to Counselor your said interest as provided herein. You shall obtain from the third party offeror and deliver to us a statement in writing, signed by the offeror and by you of all of the terms of the offer. Counselor has 30 days from its receipt of the statement to accept the offer by delivering written notice of acceptance to you. The acceptance shall be on the same price and terms stated in the third party offer except that Counselor may confer with you and the proposed transferee and negotiate the terms of the proposed transfer without thereby impairing the right of first refusal, and Counselor may substitute cash in the fair market value of any non-cash consideration offered by the third party. If Counselor fails to accept the offer within the 30-day period, you shall be free for 60 days after such period to effect the disposition described in the statement delivered to Counselor provided that such transfer is in accordance with Article 9 of this Agreement; but you shall effect no other or subsequent sale or assignment of this Agreement or the business conducted hereunder without first offering the same to Counselor in accordance with this paragraph.
Source: Item 22 — CONTRACTS (FDD page 32)
What This Means (2025 FDD)
According to Counselor Realty's 2025 Franchise Disclosure Document, if a franchisee proposes to transfer their franchise interest to a third party and Counselor Realty declines to exercise its right of first refusal, the franchisee is then free to proceed with the transfer to that third party. However, this freedom is subject to a 60-day window following the 30-day period Counselor Realty has to accept the initial offer.
This means the franchisee must complete the transfer within 60 days after Counselor Realty's initial 30-day consideration period expires. The transfer must also be in accordance with Article 9 of the franchise agreement, which likely outlines additional terms and conditions for the transfer process.
After this 60-day window, the franchisee cannot pursue any other or subsequent sale or assignment of the franchise agreement or the business without first offering it again to Counselor Realty under the same right of first refusal terms. This ensures that Counselor Realty retains control over who becomes a franchisee within their system and maintains the opportunity to acquire the franchise if the franchisee decides to sell in the future.