Does the Counselor Realty definition of 'transfer' include transferring the Office?
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 |
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 a franchisee includes the transfer of the Office. This means that if a franchisee wants to sell or transfer their physical office location, it is considered a transfer under the terms of the Franchise Agreement.
Specifically, the definition of "transfer" includes the transfer of the franchisee's interest in the Franchise Agreement itself, the Office, the Business or Business assets, or an interest in the franchisee's business entity or its 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 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 becomes a franchisee and ensures that new franchisees meet their standards.
Prospective franchisees should carefully review Section 9.1 of the Franchise Agreement to fully understand the implications of this transfer provision. They should also be aware of the conditions for franchisor approval, including the payment of transfer fees, renovation to current system standards, and execution of a guaranty by the buyer's shareholders or owners.