Can the franchisor unreasonably withhold approval of the terms and conditions of a Learningrx franchise transfer?

According to Learningrx's 2025 Franchise Disclosure Document, when a franchisee seeks to transfer their franchise, Learningrx's approval of the transfer terms and conditions will not be unreasonably withheld, conditioned, or delayed. Specifically, Learningrx must approve of the material terms and conditions of the transfer, including payment terms and proposed post-transfer ownership and control of the business.

This stipulation protects the franchisee from arbitrary denial of a transfer based on unreasonable demands from Learningrx. However, Learningrx still maintains the right to ensure that the transfer terms are sound and protect the integrity of the Learningrx brand.

It is important to note that while Learningrx will not unreasonably withhold approval, several conditions must be met for a transfer to be approved. These include the franchisee not being in material default, having paid all outstanding fees, and reimbursing Learningrx for reasonable external legal and administrative costs associated with the transfer. The franchisee, or an approved operational partner, must also continue to manage the daily operations until the transfer is complete, unless Learningrx approves a substitute. These conditions ensure that the Learningrx franchise system maintains its standards and financial health during and after the transfer process.