Who determines what is considered a 'reasonable time' for the personal representative to dispose of the deceased's Dryject franchise interest?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
In the event of Your death, mental incapacity or permanent disability or that of any person with a controlling interest in You, the executor, administrator, or personal representative of that person shall transfer his or her interest to a third party approved by Us within three (3) months after such death, mental incapacity or permanent disability. Such transfers, including, without limitation, transfers by devise or inheritance, shall be subject to the same restrictions and conditions as any inter vivos transfer. However, in the case of a transfer by devise or inheritance, if the heirs or beneficiaries of any deceased person are unable to fully satisfy the conditions contained in this Agreement, the personal representative of the deceased shall have a reasonable time, in Our sole discretion, to dispose of the deceased's interest in the Franchise, which disposition will be subject to all the terms and conditions for transfer contained in this Agreement. If the deceased's interest is not transferred within a reasonable time, as determined by Us in Our sole discretion, We may terminate this Agreement. The term "permanent disability" shall mean a mental, physical or emotional disability, incapacity, impairment, or condition that is reasonably expected to prevent or actually does prevent You (or an Owner controlling You) from supervising the management and operation of the Franchised Business for a period of one hundred and twenty (120) days from the onset of such disability, incapacity, impairment or condition. In any event, the Franchised Business must at all times be managed by a designated manager who has complied with all of Our training requirements, regardless of any death, mental incapacity or permanent disability covered by this Section.
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to Dryject's 2025 Franchise Disclosure Document, Dryject has the sole discretion to determine what constitutes a 'reasonable time' for the personal representative to dispose of the deceased's interest in the franchise. This determination is relevant in the event of the franchisee's death, mental incapacity, or permanent disability.
Specifically, if the heirs or beneficiaries cannot meet the standard franchise transfer conditions, the personal representative is granted a 'reasonable time' to sell the franchise. However, Dryject retains the authority to define what that 'reasonable time' period entails. If the franchise interest is not transferred within this timeframe, Dryject reserves the right to terminate the franchise agreement.
This clause gives Dryject significant control over the future of the franchise in the event of the franchisee's death or incapacitation. A prospective franchisee should consider the implications of this provision, as the franchisor's decision on what constitutes a reasonable time could impact the estate's ability to realize the value of the franchise. It would be prudent to discuss this specific scenario with Dryject to gain a better understanding of their criteria for determining a 'reasonable time' and any flexibility they might offer in such circumstances.