What topics are covered in the Franchise Agreement provisions summarized for Counselor Realty?
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; execution of guaranty by buyer's shareholders or owners |
| n. Franchisor's right of | Section 9.6 | Counselor has the right of first |
| first refusal to acquire | refusal to match any offer for your | |
| franchisee's business | Business | |
| o. Franchisor's option to | Not applicable | Not applicable |
| purchase franchisee's | ||
| business | ||
| p. Death or disability of franchisee | Section 9.3 | Decedent's (or disabled person's) executor, heir, successor or legal representative must apply for Counselor's consent to transfer within 60 days after death or incapacity, and comply with transfer provisions of Franchise Agreement |
| q. Non-competition covenants during the term of the franchise | Section 7.2 | No direct or indirect involvement in any different or competing real estate brokerage service business within 50 miles of Office; no solicitation of agents, employees or independent |
| Provision | Section(s) in Franchise or Other Agreement | Summary contractors of Counselor or any of Counselor's franchisees |
| r. Non-competition covenants after the franchise is terminated or expires | 7.2 | No solicitation of agents, employees or independent contractors of Counselor or any of Counselor's franchisees for 24- months post-termination |
| s. Modification of the agreement | Section 13.2 | No modifications generally but Franchise Policy Guidelines and licensed Marks subject to change by Counselor |
| t. Integration/merger clause | Section 13.1 | Only the terms of the Franchise Agreement are binding on Counselor |
| u. Dispute resolution by arbitration or mediation | Section 10.1 | Most disputes are resolved by individual binding arbitration conducted in Minneapolis, Minnesota |
| v. Choice of forum | Not applicable | Not applicable |
| w. Choice of law | Section 13.2 | Minnesota law applies (except Minnesota Franchises Law applies only to franchisees whose principal place of business is located in Minnesota and to whom Minnesota Franchise Act applies by its own terms) |
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, Item 17 summarizes key provisions within the Franchise Agreement related to renewal, termination, transfer, and dispute resolution. These provisions cover a range of topics critical to the franchisee-franchisor relationship.
Specifically, the summary addresses the franchisor's right to assign the contract, the definition of "transfer" by the franchisee, and the franchisor's approval process for such transfers. It also outlines the conditions for franchisor approval, including transferee qualifications, payment of fees, and adherence to system standards. Counselor Realty retains the right of first refusal to acquire the franchisee's business. The agreement also specifies procedures in the event of the franchisee's death or disability, including timelines for applying for consent to transfer the franchise.
Further provisions cover non-competition covenants both during and after the franchise term, restrictions on modifying the agreement, and the integration/merger clause. Dispute resolution is addressed through binding arbitration in Minneapolis, Minnesota, and Minnesota law governs the agreement, with exceptions for Minnesota franchise law. These provisions collectively define the legal and operational framework governing the Counselor Realty franchise.