Rebuilding a Stalled Franchise Purchase Around Marathon

The situation

Roughly six million dollars was sitting on the table, unmoved, for the better part of eight months. That was the purchase price Yusuf, the owner of a mid-sized franchise resale operation outside Marathon, had settled on when he first listed the business himself, without a broker, using a template agreement he had found and a handshake understanding with a would-be buyer who eventually walked away. By the time Prakash, a specialist physician, and Amina, a technology executive, came across the listing, it had been sitting quietly for months with no serious traffic, priced by an owner who had never sold a business before and was learning the process by trial and error.

Prakash and Amina had the capital and the appetite to buy — they had spent a year deciding that a franchise resale, rather than a startup or a corporate posting, was the right way to diversify beyond their salaries — but they had inherited a deal that had already gone sideways once. A different lawyer had been retained early on to review the initial offer, and had done some of the groundwork: a first pass at due diligence requests, a partial review of the franchise agreement's transfer provisions, and an opening letter to Yusuf's side. That lawyer then became unavailable partway through, for reasons unrelated to the deal, leaving Prakash and Amina with a half-finished file, an unresponsive seller who had grown wary after months of false starts, and no clear sense of what had actually been resolved versus merely raised.

What had been missing from the beginning, we came to understand once retained, was not legal advice so much as coordination. Yusuf had no broker to manage buyer interest or benchmark the price against comparable resales. Prakash and Amina had a lawyer, eventually two, but no one keeping the franchisor, the lender, the accountant reviewing the company's financials, and the seller's side moving on a shared timeline. Eight months in, a genuinely sound business — profitable, with a stable customer base and a transferable franchise agreement — was at risk of falling apart not because of any defect in the business itself, but because no one had been assembling the pieces.

Prakash and Amina retained a broker to bring order to the listing side, and came to us shortly after to take over the legal file, review what our predecessor had done, and get the deal to closing.

The problem

Taking over a file mid-transaction carries a specific risk: assuming too much has already been done, or too little, either of which can cost time and money. Our first task was not negotiating with Yusuf's side but reconstructing an accurate picture of where the deal actually stood. The prior lawyer's file showed a due diligence request list sent but only partially answered, a review of the franchise agreement's transfer clause that had flagged a franchisor consent requirement but not yet pursued it, and an opening position on price that Yusuf's side had never formally responded to.

The franchise agreement's transfer provisions turned out to be the central legal issue. Franchise resales are not ordinary business sales — the franchisor typically holds a contractual right to approve, or in some cases reject, any change in ownership, and often the right to charge a transfer fee or require the incoming owner to complete training before the transfer is approved. None of that had been formally engaged with the franchisor by the time we were retained, which meant Prakash and Amina were eight months into a process without confirmation that the franchisor would even permit the transfer they were negotiating.

Compounding this, Yusuf had grown understandably guarded. Two false starts — the earlier walked-away buyer and then a lawyer transition on the current buyers' side — had left him skeptical that this deal would close either, and his instinct was to slow down and demand more assurance before committing further time. A newly engaged broker was working to rebuild his confidence and benchmark the price properly, but a broker cannot resolve a franchisor consent issue or reconcile a due diligence list, and Yusuf's side had no lawyer of their own coordinating with the franchisor at all.

The practical problem, then, was not any single defect in the deal. It was that four separate advisors — a broker newly on the scene, an incoming lawyer inheriting a partial file, a franchisor with unaddressed approval rights, and a wary seller — were each operating with a different, incomplete picture of the transaction, and no one had been responsible for making sure those pictures matched.

What we did

1. Reconstructed the file from the prior lawyer's records before taking any further step. We requested the complete file, reviewed every document and communication, and produced a short written summary for Prakash and Amina of what had actually been confirmed, what had only been raised, and what had never been addressed at all — so decisions going forward were based on an accurate record rather than assumption.
2. Opened formal contact with the franchisor early, rather than treating the consent as a closing-day formality. Because franchisor approval was a condition that could stall or unwind the entire deal if left until the end, we submitted the transfer request, Prakash and Amina's qualifications, and the required documentation to the franchisor in the early weeks of our involvement, giving the franchisor's own review process time to run alongside the rest of the transaction.
3. Restarted the due diligence process on a fixed schedule with the broker's help. We reissued the outstanding due diligence requests, this time coordinated with the broker so Yusuf understood which items were routine and expected rather than a renewed round of buyer skepticism, and set specific response deadlines to prevent the drift that had characterized the file's first eight months.
4. Established a single coordination point among the four advisors. We set up a short weekly check-in involving the broker, our office, and, once retained, Yusuf's own lawyer, so the franchisor consent process, the due diligence responses, and the drafting of the purchase agreement moved on the same track instead of three separate ones that periodically had to be reconciled after the fact.
5. Rebuilt the purchase agreement from the template Yusuf had used into a proper share purchase agreement. The original template lacked standard representations and warranties, an indemnity structure, and closing conditions tied to the franchisor's approval, so we drafted a complete agreement addressing all three, giving both sides a document that actually protected their respective positions rather than assuming good faith would fill the gaps.
6. Negotiated financing conditions with Prakash and Amina's lender in parallel. With the franchisor consent and due diligence both progressing, we worked with the lender to confirm what documentation it required to fund, so financing approval was not the last domino still waiting to fall once everything else was resolved, and so any documentation the lender still needed surfaced while there was still time to gather it rather than in the final week before closing.
7. Sequenced closing conditions so no single advisor's delay could block the others. We set out, in writing, which conditions — franchisor consent, financing approval, final due diligence sign-off — had to be satisfied before which step, so the parties always knew what was still outstanding and who was responsible for it, and so a delay on any one track was visible immediately rather than discovered only when it had already pushed the closing date.

The outcome

The franchisor's consent came through roughly ten weeks after the formal request, with a modest transfer fee and a requirement that Prakash and Amina complete the franchisor's standard onboarding training before taking over operations — both manageable conditions once identified early enough to plan around. Due diligence closed out without further incident once it was running on a fixed schedule rather than an open-ended one. The deal closed just under four months after the broker was engaged and our office took over the legal file, at a purchase price close to the original six million dollar figure, adjusted modestly to reflect updated financials.

What changed was not the underlying business, which had been sound throughout, but the coordination around it. Once a broker was managing buyer confidence and benchmarking, a lawyer was reconstructing and then driving the legal file, the franchisor's approval process was running in parallel rather than waiting until the end, and everyone was checking in against the same timeline, eight months of drift became four months of steady progress.

Yusuf, for his part, told us near closing that the weekly coordination calls were what convinced him the deal was finally real, after two prior disappointments. Prakash and Amina took over a profitable, transferable franchise business on the schedule the reconstituted advisor team had set, with a purchase agreement that actually reflected the deal they thought they were making from the start.

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