What is the dependency for Goldfish Swim School to close the sale of the real estate?
Goldfish_Swim_School Franchise · 2025 FDDAnswer from 2025 FDD Document
NOW THEREFORE, it is hereby agreed as follows:
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- Option. Franchisee hereby grants to Goldfish the option to purchase the real estate described in Exhibit "A" (and hereinafter referred to as the "Real Estate") upon the expiration without renewal or termination of the Franchise Agreement. Any transfer, renewal, extension, or amendment of the Franchise Agreement shall not affect this Option Agreement unless expressly provided. The terms of the Option rights are as follows:
- A. Exercise of Option. Within fifteen (15) days following the termination or expiration without renewal of the Franchise Agreement as provided for in the Franchise Agreement, Goldfish may notify Franchisee in writing of its intention to exercise this option to purchase the Real Estate, and which notice shall constitute an agreement to purchase the Real Estate conditioned upon Goldfish obtaining any necessary financing and the Real Estate being inspected for environmental law compliance. The closing of the sale shall occur as soon as all documentation and other matters have been completed, including obtaining any necessary financing and environmental inspections, but in any event not later than one hundred twenty (120) days after the date upon which the fair market value of the Real Estate is established, as provided in Paragraph B below, unless the parties hereto agree to a later closing date.
Source: Item 23 — RECEIPTS (FDD pages 77–389)
What This Means (2025 FDD)
According to the 2025 Goldfish Swim School FDD, Goldfish Swim School's ability to close the sale of real estate after exercising its option to purchase depends on two key factors: obtaining necessary financing and ensuring the real estate is compliant with environmental laws.
Specifically, Goldfish Swim School has fifteen days following the termination or expiration without renewal of the Franchise Agreement to notify the franchisee of its intention to exercise the option to purchase the real estate. This notice constitutes an agreement to purchase, but it is conditional. The closing of the sale must occur after documentation and other matters are completed, including securing financing and conducting environmental inspections. The closing should occur no later than 120 days after the fair market value of the real estate is established, unless both parties agree to a later date.
This arrangement protects Goldfish Swim School by allowing them to back out of the purchase if they cannot secure financing or if environmental issues are discovered during the inspection. For a prospective franchisee, this means that if they own the real estate, they might have to sell it to Goldfish Swim School if the franchise agreement is not renewed or is terminated, but the sale is not guaranteed and depends on these conditions being met. The franchisee should be aware of these conditions and understand the implications for their real estate ownership.