What is the process for a Counselor Realty franchisee to appeal Counselor Realty's decision to withhold consent for a transfer?
Counselor_Realty Franchise · 2025 FDDAnswer from 2025 FDD Document
and in accordance with, the second to last sentence of Section 9.1). We may specifically withhold consent if: (i) you do not pay all amounts you owe to Counselor or its affiliates or to your suppliers; (ii) you (or the transferee) do not complete the repair, maintenance or upgrade of the Business' facility, fixtures, equipment, and signage to then-current System standards; or (iii) all shareholders or owners of the transferee do not execute the guaranty of the new Agreement.
- 9.3 Franchisee Death or Disability.
Source: Item 22 — CONTRACTS (FDD page 32)
What This Means (2025 FDD)
The 2025 Franchise Disclosure Document for Counselor Realty does not specify a procedure for appealing the franchisor's decision to withhold consent for a transfer. The document outlines the conditions under which Counselor Realty may withhold consent, such as failure to pay outstanding amounts, failure to meet system standards for facility maintenance, or failure of the transferee's owners to execute a guaranty. It also states that Counselor Realty will consent to a transfer if the conditions specified in the agreement are satisfied and the transferee is qualified to operate the business. However, it does not provide any mechanism for a franchisee to challenge Counselor Realty's judgment if they believe consent was unreasonably withheld.
Given the absence of a formal appeal process in the FDD, a prospective Counselor Realty franchisee should seek clarification from the franchisor regarding the steps they can take if they disagree with a decision to withhold consent. Understanding the franchisor's internal review process, if any, and the potential for negotiation or mediation could be crucial.
It would be prudent for a potential franchisee to discuss this issue with existing franchisees to learn about their experiences and any informal methods they have used to address similar disagreements. Additionally, consulting with a franchise attorney can provide guidance on legal options and strategies if an appeal becomes necessary.