Can Counselor Realty establish a 'Counselor' office near a Counselor Realty Extension Office?
Counselor_Realty Franchise · 2025 FDDAnswer from 2025 FDD Document
Both Counselor and other "Counselor" licensees may provide residential and commercial real estate brokerage services anywhere near such Extension Office. In addition, Counselor may itself establish or operate a "Counselor" office, or license another to establish or operate a "Counselor" office, anywhere near such Extension Office; provided, however, that if Counselor proposes to license another to establish or operate a "Counselor Office" with a territory that would include the location where such Extension Office is located (a "Territory Opportunity"), we will provide you with a right of first refusal for such Territory Opportunity on the following terms: (i) we will provide you with written notice of a Territory Opportunity, and you will have 30 days to advise us in writing that you wish to participate in the Territory Opportunity; (ii) if you do not notify us within such period, then we may pursue such Territory Opportunity and/or grant any other person or entity the right to participate in such Territory Opportunity without any liability to you; and (iii) if you timely notify us in writing that you wish to participate in the Territory Opportunity, then we may condition your participation on compliance with such terms and conditions as we consider appropriate to the particular Territory Opportunity, including: (a) execution of such franchise agreement and related agreements as are then generally used by us in connection with the award of the applicable Territory Opportunity; (b) timely payment of all initial fees and any other fees charged by us or our affiliate in connection with the award or grant of the applicable Territory Opportunity; and (c) meeting our then-current eligibility requirements applied by us to candidates for such Territory Opportunity.
Source: Item 12 — TERRITORY (FDD pages 21–23)
What This Means (2025 FDD)
According to Counselor Realty's 2025 Franchise Disclosure Document, Counselor Realty can establish or operate a "Counselor" office, or license another to do so, near a franchisee's Extension Office. However, if Counselor Realty intends to license another to establish a "Counselor" office with a territory including the Extension Office location, the franchisee with the Extension Office has a right of first refusal.
Specifically, Counselor Realty must provide the franchisee with written notice of the "Territory Opportunity," and the franchisee has 30 days to respond in writing if they wish to participate in the opportunity. If the franchisee does not respond within 30 days, Counselor Realty can pursue the opportunity without liability.
If the franchisee expresses interest within the 30-day window, Counselor Realty may set terms and conditions for the franchisee's participation. These conditions can include executing franchise agreements, paying initial and other fees, and meeting eligibility requirements for the Territory Opportunity. This means that while Counselor Realty can establish a new office near an Extension Office, the existing franchisee gets the first chance to expand and secure the territory themselves, subject to meeting Counselor Realty's requirements.