How long does Counselor Realty have to accept a Counselor Realty franchisee's offer to sell their interest?
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 interest to a third party, they must first offer to sell that interest to Counselor Realty. To do so, the franchisee must provide Counselor Realty with a written statement containing all the terms of the third party's offer, signed by both the franchisee and the third party.
Counselor Realty then has 30 days from the receipt of this statement to accept the offer by delivering written notice of acceptance to the franchisee. The acceptance will be on the same price and terms as the third-party offer. However, Counselor Realty may negotiate the terms of the proposed transfer with the franchisee and the proposed transferee without affecting their right of first refusal. Counselor Realty can also substitute cash for the fair market value of any non-cash consideration offered by the third party.
If Counselor Realty does not accept the offer within the 30-day period, the franchisee is free to proceed with the disposition described in the statement to the third party for 60 days after that period, provided the transfer complies with Article 9 of the Franchise Agreement. The franchisee cannot make any other or subsequent sale or assignment of the agreement or the business without first offering it to Counselor Realty again under the same terms.