What is the definition of 'non-Controlling Interest' in a Red Wagon Club RWC Business transfer?

Based on the 2024 Red Wagon Club Franchise Disclosure Document, the document defines what constitutes a 'Controlling Interest' in the context of a transfer, but it does not explicitly define 'non-Controlling Interest.'

According to the FDD, a 'Controlling Interest' depends on the franchisee's business structure. If the franchisee is a corporation, it means the number of voting shares that permit voting control on any issue and prevent any other entity from blocking that control or exercising veto power. For a general partnership, it's a managing partnership interest or a percentage of general partnership interests that allows determination of any issue's outcome while preventing others from blocking control or using veto power. If the franchisee is a limited partnership, a general partnership interest constitutes controlling interest. Finally, if the franchisee is a limited liability company, it's the percentage of membership interests that allows determination of the outcome on any issue and prevents any other entity from blocking control or exercising veto power.

Since the FDD defines 'Controlling Interest' but not 'non-Controlling Interest', a prospective franchisee should infer that a 'non-Controlling Interest' is any ownership stake that does not meet the criteria for a 'Controlling Interest.' This means it's an interest that doesn't allow the holder to unilaterally control decisions or block others from doing so. A prospective franchisee should seek clarification from Red Wagon Club regarding specific scenarios and how they would be classified to avoid potential disputes during a transfer.