Does the Counselor Realty definition of 'transfer' include transferring the Business?
Counselor_Realty Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section(s) in Franchise or Other Agreement | Summary |
|---|---|---|
| j. Assignment of contract by franchisor | Section 9.4 | Counselor may transfer its interest in Franchise Agreement by notice to you |
| k. "Transfer" by franchisee -- definition | Section 9.1 | Includes transfer of your interest in Franchise Agreement, the Office, Business or Business assets, or an interest in your business entity or your owners |
| l. Franchisor approval of transfer by franchisee | Section 9.1 | Counselor has the right to consent to all transfers (other than a transfer of less than a majority interest in your business entity or your owners) and will consent if Counselor deems transferee qualified and conditions specified in Franchise Agreement are satisfied |
| m. Conditions for franchisor approval of transfer | Sections 9.1, 9.2 | Transferee qualifies; payment of transfer fee; payment of all amounts owing; renovation to then-current System standards; |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 25–29)
What This Means (2025 FDD)
According to Counselor Realty's 2025 Franchise Disclosure Document, the definition of 'transfer' by the franchisee includes the transfer of the Business. Specifically, the FDD states that the definition of "transfer" includes the transfer of your interest in the Franchise Agreement, the Office, Business or Business assets, or an interest in your business entity or your owners. This broad definition ensures that any change in ownership or control of the franchise, whether direct or indirect, is subject to the franchisor's approval.
Counselor Realty retains the right to consent to all transfers, except for transfers of less than a majority interest in the franchisee's business entity or its owners. This consent is contingent upon Counselor Realty deeming the transferee qualified and the conditions specified in the Franchise Agreement being satisfied. This provision allows Counselor Realty to maintain control over who operates a Counselor Realty franchise and ensures that new franchisees meet their standards.
Furthermore, Counselor Realty has the right of first refusal to match any offer for the franchisee's Business. This means that before a franchisee can sell their business to a third party, they must first offer Counselor Realty the opportunity to purchase it on the same terms. This provision protects Counselor Realty's interests and allows them to strategically acquire existing franchise locations if they choose. The transfer standards are detailed in Section 9.1 of the franchise agreement.