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Columbus Multi-Unit Franchisees: 8 Provisions That Decide What Your Workout Can Do (2026)

Bottom line: A Columbus franchisee borrowed against a business it only licenses, so eight provisions decide what any workout can actually accomplish: (1) the transfer article and right of first refusal your Franchise Disclosure Document had to tabulate in Item 17 under 16 C.F.R. §436.5(q), (2) the termination and cure terms, which no Ohio statute lengthens for a restaurant, gym or retail brand, (3) the three separate personal guaranties a franchisee normally signs, (4) the SBA compromise rules in SOP 50 57 4 and 13 C.F.R. §120.536(a)(3), (5) what a blanket lien is worth once the brand comes off, under Ohio Rev. Code §1309.408, (6) the required suppliers disclosed in Item 8, (7) the development schedule behind units never opened, and (8) Ohio Rev. Code chapter 1334, which opens only if the disclosure document failed. Call (888) 559-0156.

The Business You Borrowed Against Is Licensed to You, Not Owned by You

Three positions of advance money, a landlord who has stopped returning calls and a franchisor sending default notices is a familiar file on this desk, and the franchise version of it behaves differently from every other version for one structural reason. The company you are trying to restructure is not entirely yours. You own the equipment, the leasehold improvements, the inventory and the employment relationships, and you hold a license to run all of that under somebody else’s trademark, subject to a contract that reserves to the franchisor a veto over the single move that would otherwise fix your balance sheet. Selling units to pay down debt requires the consent of a party your creditors cannot sue into agreeing.

That one fact reorders the whole workout. In a non-franchised restaurant or gym the operator with three profitable locations and one that is bleeding sells the bleeder, applies the proceeds and keeps going, and the only people who have to agree are the buyer, the landlord and any lienholder who wants a payoff. A franchisee in the identical position first has to satisfy a transfer article that typically conditions approval on the franchisor’s discretion, gives the franchisor a right to match any offer you find, imposes a transfer fee, requires the transferee to be trained and approved, and frequently requires you to sign a general release on the way out. None of those conditions exist to hurt you, and all of them exist because the brand is protecting the system, which is exactly why arguing about fairness with a franchisor’s counsel wastes weeks you do not have.

Central Ohio makes this concrete in a way that a page about franchising in general cannot. Ohio has never enacted a general franchise relationship statute, so a Columbus operator running six sandwich units or four fitness clubs has no state-law right to a minimum notice period, no statutory cure window and no good-cause requirement before termination. The relationship protections that do sit in the Revised Code are industry specific and were written for alcoholic beverage manufacturers and their distributors and for motor vehicle dealers, and a franchisee outside those two industries reads the contract and stops there. What Ohio does give you is a warrant of attorney statute that reaches leases and guaranties rather than only advance agreements, an Article 9 section that names the word franchise in its text, and a business opportunity chapter whose exemption turns on whether your franchisor got its disclosure document right.

The eight provisions below run in the order a distressed operator should read them. Each one is priced from the other side of the table, because a franchisor, a landlord, an SBA lender and a receivables funder are optimizing for four different things and only one of them wants your units to keep operating.

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1. The Transfer Article Decides Who Is Even Allowed to Buy You

The fastest deleveraging move available to a multi-unit operator is selling the weakest units to a stronger operator, and the franchise agreement decides whether that transaction is legally possible. The Federal Trade Commission required your franchisor to lay the whole architecture out before you signed. Under 16 C.F.R. §436.5(q), Item 17 of the disclosure document is a table titled THE FRANCHISE RELATIONSHIP that cross-references each listed relationship provision with the section of the franchise agreement that contains it, and rows k through o are the ones that govern a sale: transfer by the franchisee defined, franchisor approval of transfer, conditions for franchisor approval, the franchisor’s right of first refusal to acquire the franchisee’s business, and the franchisor’s option to purchase the franchisee’s business.

Those five rows tell you the section numbers, which is why Item 17 is worth more to a distressed operator than any summary of franchise law. Section 436.5(q)(1) requires the franchisor to describe each provision briefly and to write Not Applicable where a listed item does not exist in the contract, so a blank or a Not Applicable in row n is itself information: it means no right of first refusal, and it means a buyer you find cannot be matched out from under you. Section 436.5(q)(2) adds that where the agreement is silent but the franchisor offers a benefit as a matter of policy, the policy goes in a footnote along with a statement of whether it is subject to change, so a transfer accommodation that lives in a footnote is a courtesy rather than a right.

From the franchisor’s side the transfer consent is not a fee-collection device, it is quality control over who occupies a trade area, and it is priced accordingly. A brand evaluating your proposed buyer is asking whether that buyer clears its financial standards, whether it will complete training, whether it will sign the current form of agreement rather than yours, and whether it will fund the remodel your units have been deferring. A right of first refusal changes the market for your units even when the franchisor never exercises it, because a sophisticated buyer knows it may spend money on diligence and then watch the brand match the price, and that risk gets deducted from what a buyer is willing to offer. Your fee schedule sits in Item 6, where 16 C.F.R. §436.5(f)(1) directs franchisors to list transfers and renewals among the fee types in the OTHER FEES table with amount and due date columns.

One definitional wrinkle decides how much paperwork the deal carries. Under 16 C.F.R. §436.1(t) a sale of a franchise does not include the transfer of a franchise by an existing franchisee where the franchisor has had no significant involvement with the prospective transferee, and the same paragraph says approving or disapproving a transfer, standing alone, is not significant involvement. Where the franchisor gets actively involved in recruiting or negotiating with your buyer, the transaction starts looking like a sale to which the disclosure obligations attach, which is a timing question your counsel should raise early rather than discover at closing.

Rows k Through o: Open your disclosure document to Item 17 and read only rows k, l, m, n and o, then open the franchise agreement to the section numbers printed beside them. That is a fifteen minute exercise that tells you whether a sale of your units needs consent, whether the brand can match a buyer, and whether it can simply buy the units itself. Required by 16 C.F.R. §436.5(q).

2. Termination Runs on the Contract Clock, Because Ohio Has No Other One

Item 17 also carries the termination rows, and they are the ones to read on the night a default notice arrives. Row f is termination by the franchisor with cause, row g is cause defined for curable defaults, row h is cause defined for non-curable defaults, row i is the franchisee’s obligations on termination or non-renewal, and rows q and r are the non-competition covenants during the term and after the franchise terminates or expires. Most operators have never looked at rows g and h side by side, and the gap between them is where the file is won or lost, because a default the contract classifies as non-curable does not get a cure period no matter how quickly you can raise the money.

Several states wrote statutory floors under those contract terms, requiring notice measured in months and a cure period a franchisor cannot shorten. Ohio did not. As of August 2026 the Revised Code contains no general franchise relationship or registration statute, and the franchise-specific relationship law that does exist is confined by its own definitions to industries you are almost certainly not in. Sections 1333.82 to 1333.87 govern alcoholic beverage franchises, and §1333.82(D) defines franchise there as a contract between a manufacturer and a distributor of beer or wine, with §1333.83 voiding any provision that waives those sections. Motor vehicle dealer franchises live in their own chapter. A Columbus operator running quick service restaurants, fitness studios, home services or retail units is outside both, which means the number of days you have is whatever your agreement says it is.

The franchisor’s incentive here is more complicated than a default notice suggests, and understanding it is what makes a conversation possible. A terminated unit generates no royalty, no advertising fund contribution and no product purchases, and it leaves the brand holding a dark storefront in a trade area it now has to resell to somebody. Termination is the remedy a franchisor reaches for when it has concluded that you are not going to recover and that the site is worth more in a new operator’s hands, so the argument that actually moves a brand is a credible plan that keeps royalties flowing rather than a plea about the cure period. That is also why a proposal that closes two units and keeps four current lands better than a proposal that asks for forbearance across all six.

Before you write that proposal, read what the brand publishes about how often it does this. Under 16 C.F.R. §436.5(t)(2)(ii), Item 20 Table No. 3 breaks out the status of franchised outlets by state for each of the last three fiscal years, with separate columns for terminations, non-renewals, outlets reacquired by the franchisor, and outlets that ceased operations for other reasons. The regulation defines its terms: a termination is the franchisor ending the agreement before the end of its term without giving the franchisee any consideration, while a reacquisition is the franchisor acquiring an outlet during its term for consideration, including by forgiving or assuming debt. The Ohio row of that table is the most useful number available to you, because it tells you whether the brand in front of you terminates operators or buys them out.

Read the Ohio Row: Item 20 Table No. 3 is state by state, not national. Find Ohio and read three years of it. Terminations without consideration and reacquisitions with consideration are different columns for a reason, and a brand showing reacquisitions in Ohio has a demonstrated practice of taking units back rather than closing them, which is a settlement path. Table structure and column definitions at 16 C.F.R. §436.5(t).

3. Three Guaranties, and the One You Open First

Personal guaranties are close to universal in franchising, and the operator who signed one usually signed three. The lender that financed the build-out took a guaranty, the landlord on each site took a guaranty of the lease, and the franchisor took a guaranty of the franchise agreement obligations from every owner above a stated percentage. Where the franchisor or an affiliate provided the financing itself, 16 C.F.R. §436.5(j)(1)(vii) required the disclosure document to state whether a person other than the franchisee must personally guarantee the debt, and §436.5(j)(1)(ix) required disclosure of the liabilities on default, a list that expressly includes acceleration, court costs and attorney’s fees, termination of the franchise, and liabilities from cross defaults. That last item is why a missed equipment note payment can surface as a franchise default.

Ohio adds a device most operators have never been told about, and the franchise context is where it hides. Ohio Rev. Code §2323.13(D) applies its warrant of attorney rules to any promissory note, bond, security agreement, lease, contract, or other evidence of indebtedness, so the clause allowing a creditor’s chosen attorney to walk into court and confess judgment against you can sit in a lease guaranty or a franchisor guaranty just as easily as in an advance agreement. The statute requires the warning block to appear directly above or below the signature space, in type or marking more conspicuous than anything else on the document, and a warrant that fails that test is one the courts have no authority to enter judgment on.

There is a trap in the next subsection that catches franchisees specifically. Section 2323.13(E) voids a warrant of attorney arising out of a consumer loan or a consumer transaction, and the definition of consumer transaction in that section literally uses the word franchise. Operators read that word and conclude the device cannot reach them, when the same sentence requires the transfer to run to an individual for purposes that are primarily personal, family, educational or household, and a franchise bought to earn a living from is a commercial purpose. Venue is worth checking at the same time: §2323.13(A) sends the confession to the municipal court where a maker resides or signed, notwithstanding any agreement to the contrary, and under §1901.02 the court established in Columbus is styled the Franklin county municipal court with jurisdiction within Franklin county, so a guaranty signed at a closing in Delaware or Licking county lands somewhere else entirely.

Order of negotiation matters more here than the size of any single balance. A landlord holding a second-generation restaurant space in a strong central Ohio corridor has a real alternative to you and prices its guaranty claim against re-letting time, so a lease guaranty often settles faster and cheaper than it looks. A franchisor’s guaranty claim is entangled with whether you continue in the system, which means settling it early can cost you the transfer approval you need later. A lender guaranty backed by an SBA guaranty follows federal rules that no negotiator can shortcut, which is the subject of the next section. Working them in the wrong sequence is how an operator spends its available cash on the claim that had the least urgency.

Where the Warrant Hides: Pull all three signature pages tonight: the lender note and guaranty, every lease guaranty, and the franchisor guaranty and any personal covenant addendum. Ohio Rev. Code §2323.13(D) reaches a lease and a contract, not only a note, and it applies to instruments executed on or after January 1, 1974. The warning must sit at the signature space in more conspicuous type. (Ohio Rev. Code §2323.13)

4. An SBA 7(a) Balance Is the One You Cannot Settle Quietly

SBA 7(a) loans finance an enormous share of franchise units, and an operator who assumes the SBA loan negotiates like the equipment note is in for a surprise. Under 13 C.F.R. §120.536(a)(3) a lender must obtain SBA’s prior written consent before compromising the principal balance of a loan, and the standards that consent is measured against come from 31 U.S.C. §3711 and 31 C.F.R. part 902, which govern how any federal agency compromises a claim. SBA’s operating instructions sit in SOP 50 57 4, chapter 21, effective November 1, 2025, and that chapter states plainly that submitting an offer does not ensure anyone accepts it and that an obligor has no right to compromise the amount owed on a 7(a) loan.

The default posture in chapter 21 is that a compromise becomes appropriate after the business has been closed and all the collateral has been liquidated, which is precisely the sequence a going-concern franchisee is trying to avoid. The going-concern path exists and it is narrow. The SOP requires that the compromise be necessary to avoid closure, meaning the business cannot continue under its current debt structure and the lender has exhausted other options including the sale of non-essential assets and the closure of unprofitable business segments or locations, that the borrower pass the feasibility test for a successful workout, and that the compromise form part of an overall debt restructuring plan involving all of the borrower’s creditors, supported by a detailed creditor list and by the debt reduction arrangements made with each of them in a written agreement they have all signed.

Read that list against a franchisee with four merchant cash advances, a landlord and a franchisor and the practical consequence is obvious: you cannot settle the SBA loan first, and you cannot settle it alone. A going-concern offer in compromise is the last piece of a global restructuring rather than the opening move, and the phrase about closing unprofitable locations is the SBA telling a multi-unit operator in writing that shutting the two units that lose money is expected before the agency writes anything down. The supporting file is substantial. Chapter 21 requires a signed written offer referencing the false-statement penalties at 18 U.S.C. §1001 and identifying the source of the funds, a current sworn financial statement such as SBA Form 770, two years of personal federal tax returns with an executed IRS Form 4506-C or 8821, and, for a going concern, two years of business returns and the most recent year-end financials.

What actually decides the number is the recovery analysis, and it runs on the lender’s desk before it ever reaches SBA. The lender must calculate what could be recovered in a reasonable period through enforced legal collection, weighing the recoverable value of collateral not yet liquidated, exemptions available under state and federal law, non-exempt unpledged assets reachable by judgment, income reachable through administrative wage garnishment after a Treasury referral, and litigative risk. The compromise amount must bear a reasonable relationship to that figure. Lenders are told to generally consider offers of $5,000 or more, to prefer a lump sum paid within 60 calendar days of approval, and to structure installment settlements to finish in three years or less with a promissory note and collateral. Acceptance is also reported as a loss to the federal government, which the SOP tells lenders to disclose because it can affect future federal financing and carries possible tax consequences.

Five Things a Going Concern Offer Must Show: SOP 50 57 4, chapter 21, paragraph D: the compromise must be necessary to avoid closure after non-essential assets are sold and unprofitable locations closed; the borrower must pass the workout feasibility test; the compromise must be part of a plan involving every creditor; the arrangements with those creditors must be in a written agreement they all signed; and the SBA treatment must be fair and equitable against theirs. Prior written SBA consent is required by 13 C.F.R. §120.536(a)(3).

5. What a Blanket Lien Is Worth Once the Trademark Comes Off

Every funder in your stack filed a UCC-1 covering all assets, and every one of those filings reaches your franchise agreement, because Article 9 treats the agreement as a general intangible. Ohio Rev. Code §1309.408(A) makes a contractual term ineffective where it would impair the creation, attachment or perfection of a security interest in a general intangible, and the section names the category out loud, referring to a general intangible including a contract, permit, license, or franchise. The same subsection also strips the anti-assignment clause of its usual teeth by making ineffective any term providing that the creation of a security interest gives rise to a default, breach, right of termination or other remedy. Your franchisor’s prohibition on encumbering the franchise did not stop the lien from attaching.

Subsection (D) is where the funder’s position collapses, and it is the paragraph to read before conceding anything. Where the lien attaches over an ineffective restriction, the security interest is not enforceable against the obligated party, imposes no duty on it, does not require it to recognize the interest or render performance to the secured party, does not entitle the secured party to use or assign the debtor’s rights under the general intangible including any related information or materials furnished in the transaction, does not entitle the secured party to use, possess or access the obligated party’s trade secrets or confidential information, and does not entitle the secured party to enforce the security interest at all. Read plainly, your funder’s lien touches the franchise agreement and can do nothing with it, cannot operate under the mark, and has no right to the operations manual.

So price what is left. Strip the trademark, the supply agreements, the point-of-sale system and the customer expectation, and the collateral is used kitchen equipment or used cardio equipment, a leasehold that may require landlord consent to assign, and inventory the brand may require you to destroy or de-identify. Disposition of that collateral has to satisfy Ohio Rev. Code §1309.610(B), which requires every aspect of the disposition to be commercially reasonable, and §1309.627(A) protects the secured party by providing that a greater amount obtainable at a different time or by a different method does not by itself preclude a finding of commercial reasonableness. A funder running its own recovery model already knows the auction number on a de-identified store is a fraction of the balance.

The SBA says the quiet part in its own liquidation manual. SOP 50 57 4 instructs lenders that where the business operates as a franchise they must check with the franchisor to determine whether they may temporarily operate while trying to sell the business to a new franchisee, and it states that the appointment of a receiver is generally an event of default under the franchise agreement. That is the federal government telling secured lenders that the standard tool for preserving going-concern value in a distressed business can itself terminate the thing that makes the business valuable. Use it in the conversation. A settlement discussion changes tone when the funder is asked, in writing, what its liquidation analysis assumes about de-identification cost, lease assignment and the franchisor’s consent, because the honest answer to all three lowers its own recovery estimate.

Six Things the Lien Cannot Do: Ohio Rev. Code §1309.408(D) lists them: the interest is unenforceable against the franchisor, imposes no duty, requires no recognition or performance, does not let the secured party use or assign your rights or the materials furnished with them, gives no access to trade secrets or confidential information, and does not entitle the secured party to enforce the interest. Attachment and enforcement are different questions, and the funder only won the first. (Ohio Rev. Code §1309.408)

6. Your Required Suppliers Hold a Switch No Filing Buys

The creditor most capable of closing a franchised unit next week is often the distributor, and no UCC filing gives it that power. It comes from the franchise agreement itself, which typically requires you to buy specified goods from the franchisor, from a designated supplier or from suppliers the franchisor approves. Item 8 of the disclosure document had to describe all of it. Under 16 C.F.R. §436.5(h) the franchisor discloses your obligations to purchase or lease goods, services, supplies, fixtures, equipment, inventory, computer hardware and software and real estate from it, its designee or approved suppliers, including obligations imposed by practice rather than by the written agreement, and for each obligation it must state the good or service, whether the franchisor or its affiliates are the only approved suppliers, and how approval of alternative suppliers is granted and revoked.

The economics of that relationship are disclosed too, and they explain why substitution requests get slow-walked. Section 436.5(h)(6) requires the franchisor to say whether it or its affiliates derive revenue or other material consideration from your required purchases and, if so, to state its total revenue, its revenue from required purchases and leases, and the percentage of total revenue that comes from them. Subparagraph (8) requires disclosure of the basis on which a designated supplier pays the franchisor from your purchases, and it defines payment to include a supplier selling similar goods to the franchisor at a lower price than it sells them to you. Subparagraph (9) requires disclosure of purchasing or distribution cooperatives, and subparagraph (11) requires disclosure of whether the franchisor gives material benefits such as renewal or additional franchises based on which suppliers you use.

A distributor deciding whether to put you on credit hold is not weighing litigation risk, it is weighing next week’s delivery against a receivable that is already 60 days old, and its remedy costs nothing and takes one phone call. That inverts the usual settlement order. Unsecured trade creditors normally sit at the back of a restructuring because they have the weakest legal position, and in a franchise system the supplier with a contractual monopoly on the product you are required to sell has the strongest practical position in the stack. An operator who pays the loudest lawyer and lets the distributor age out will find the units cannot open, which then triggers the abandonment and failure-to-operate defaults in the franchise agreement.

Cooperative arrangements deserve a separate look where advertising or purchasing co-op arrears are part of the balance. Section 436.5(f)(4)(v) requires the Item 6 fee table to disclose the voting power of franchisor-owned outlets on fees imposed by cooperatives, and to disclose the maximum and minimum fees that may be imposed where franchisor-owned outlets hold controlling voting power. That is a fact worth knowing before you negotiate a co-op balance, because it tells you whether you are dealing with a genuine association of operators or with a fee the brand sets and collects through an association. Withholding a co-op payment while you find out is a default, so the question goes to counsel in the form of a request rather than to your controller in the form of a decision.

Item 8, Subparagraph 6: The one disclosure that changes how you read a supplier dispute: 16 C.F.R. §436.5(h)(6) makes the franchisor state its total revenue, its revenue from your required purchases and leases, and the percentage of total revenue those purchases represent. Subparagraph (8) adds rebates paid to the franchisor out of your buying, including the case where the supplier sells the franchisor the same goods cheaper. Read both before you ask for an alternative supplier.

7. The Development Schedule Bills You for Units You Never Opened

Multi-unit operators rarely sign one agreement. They sign a development agreement committing them to open a set number of units on a set schedule inside a defined area, then sign a separate franchise agreement for each unit as it opens. The contingent liability sitting behind unopened units is the exposure most operators cannot quantify, and the disclosure document gives you the vocabulary to ask about it correctly. Under 16 C.F.R. §436.5(l), Item 12 requires disclosure of any minimum territory granted, the conditions under which the franchisor will approve additional outlets, any franchisee options or rights of first refusal to acquire additional franchises, and, where an exclusive territory is granted, whether its continuation depends on achieving a certain sales volume, market penetration or other contingency, along with the franchisor’s rights if you fail to meet those requirements.

Item 9, the obligations table required by 16 C.F.R. §436.5(i), lists territorial development and sales quotas as row k and cross-references the agreement section that carries them. Item 20 then publishes the aggregate picture: Table No. 5, required by §436.5(t)(3), lists by state the number of franchise agreements signed for outlets that had not yet opened as of the end of the last fiscal year, alongside projected new outlets. Column 2 of that table is the count of paper units in the ground without a store attached, and it is the closest published proxy for how many operators in a system are carrying the same problem you are.

What a development agreement actually obligates varies enough between systems that treating it generically would be dishonest, and the honest version is that the remedies are contract specific and you must read yours. The common structures are loss of development rights and the exclusive area on a missed milestone, forfeiture of development fees already paid, an accelerated obligation to pay remaining fees, and in some systems liquidated damages calculated from the units not opened. Which of those applies to you is a question that gets answered by reading the default and remedies article of your development agreement with counsel, and any adviser who quotes you a percentage without reading it is guessing.

One SBA distinction is worth getting exactly right, because bankers collapse it routinely. SOP 50 10 8 treats a Franchise Development Agreement, also called a Master Franchise Agreement, as passive because the developer’s income comes from royalties paid by other franchisees who own the units, and it states that an applicant operating under one is not eligible for SBA financial assistance. A franchise agreement granting you area development rights to open additional units that you or your affiliates will own and operate is a different instrument, and the SOP says such an applicant may be eligible provided it and its affiliate franchise units are small. Which document you signed decides whether the cheapest long money in franchising is open to you, and negotiation over unbuilt units tends to run easier than negotiation over arrears, because a franchisor holding a commitment from an operator who cannot build gains nothing by enforcing it and loses the chance to reassign the territory.

Column 2 of Table No. 5: Item 20 Table No. 5, under 16 C.F.R. §436.5(t)(3), reports by state the franchise agreements signed where the outlet had not opened as of the last fiscal year end, next to the projected new outlets for the coming year. A large signed-but-unopened count in your state alongside modest projections tells you the system already has a queue of stalled development, which is context for asking the brand to release a milestone rather than enforce it.

8. Whether Ohio’s Business Opportunity Chapter Opens Depends on the FDD

Ohio regulates the sale of business opportunity plans in chapter 1334 of the Revised Code, and franchisees usually hear that the chapter has nothing to do with them. That is right most of the time and wrong in a way that matters. Ohio Rev. Code §1334.13(A) exempts from sections 1334.01 to 1334.15 any transaction that complies in all material respects with the Federal Trade Commission rule on disclosure requirements and prohibitions concerning franchising, 16 C.F.R. 436.1 et seq., as in effect on the date of the transaction, and it carves two provisions out of that exemption, leaving §1334.03(H) and §1334.04 in force. The exemption is therefore conditional on compliance, and §1334.14 places the burden of proving an exemption on the person claiming it, which is the franchisor rather than you.

The threshold question is whether your purchase fits the definition at all. Section 1334.01(D) defines a business opportunity plan as an agreement giving the purchaser the right to offer, sell or distribute goods or services supplied by the seller or by a third person the seller requires or advises you to deal with, where the purchaser must make an initial payment greater than five hundred dollars but less than one hundred thousand dollars, and where the seller makes one of the listed representations, including that the purchaser can earn a profit in excess of that payment. Section 1334.01(G) defines initial payment as the total owed before or during the first six months after commencing operation, including the full amount of any promissory note given to the seller and excluding bona fide wholesale purchases of reasonable quantities of goods for resale. Many single-unit franchise fees sit inside that band and many development packages sit above it.

Where the chapter does apply, the remedies are real and short-lived. Under §1334.09(A)(1) a purchaser may rescind by giving the seller written notice within three years of the date of the agreement and recover all sums paid less the fair market value at delivery of goods not returned, and may recover up to three times actual damages or ten thousand dollars, whichever is greater, where damage is shown. Section 1334.09(B) shifts fees to a prevailing purchaser where a violation occurred and against a purchaser who brought a groundless action in bad faith. Section 1334.10(C) then closes the door: no action may be brought more than five years after the violation or the execution of the agreement, whichever is earlier. Section 1334.10(D) adds a bona fide error defense that, where established, caps monetary recovery at actual damages and eliminates penalties and fee awards.

The provision most useful to a Columbus operator staring at an out-of-state forum clause is §1334.15(B), which declares that any waiver of sections 1334.01 to 1334.15 and any venue or choice of law provision depriving an Ohio-resident purchaser of the benefit of those sections is contrary to public policy and void and unenforceable. That does not rewrite your franchise agreement, and it does not touch royalties you genuinely owe. It is a pre-sale disclosure claim with a defined life, useful as a counterweight in a negotiation where it exists and worth nothing where the franchisor complied, which is the ordinary case. Ask counsel to check the disclosure date and the delivery method against the transaction record before anybody builds a strategy on it. Our page on consolidating franchise fees and franchisor debt covers the arrears side of the same relationship.

Three Years, Then Five: Ohio Rev. Code §1334.09(A)(1) gives rescission by written notice within three years of the agreement date, plus up to three times actual damages or ten thousand dollars, whichever is greater. Section 1334.10(C) bars any action more than five years after the violation or the agreement’s execution, whichever comes first. Section 1334.14 puts the burden of proving the 16 C.F.R. part 436 compliance exemption on the seller. (Ohio Rev. Code §1334.13)

What a Bankruptcy Filing Does to the Franchise Agreement

Operators reach for a filing expecting it to override the franchisor’s consent right, and the Bankruptcy Code does part of that job and refuses the rest. A franchise agreement is generally an executory contract, so it lives under 11 U.S.C. §365. Section 365(e)(1) makes an ipso facto clause unenforceable, meaning the contract cannot be terminated or modified after the case starts merely because a provision keys termination to the debtor’s insolvency, the filing itself, or the appointment of a trustee or custodian. Section 365(f)(1) then overrides provisions in the contract or in applicable law that prohibit, restrict or condition assignment, and §365(f)(3) blocks a clause that would terminate or modify the contract because of an assumption or assignment.

The exception is the one franchise counsel argue about, and it turns on trademark law rather than on the contract. Section 365(c)(1) bars assumption or assignment where applicable law excuses a party other than the debtor from accepting performance from or rendering performance to an entity other than the debtor, and that party does not consent, and §365(e)(2)(A) applies the same carve-out to the ipso facto protection. Because a trademark license is often treated under non-bankruptcy law as personal to the licensee, franchisors argue that §365(c)(1) restores the consent right the rest of the section takes away. Courts have divided on how that provision operates and the analysis differs by circuit, so this is a question for bankruptcy counsel in your district rather than a settled rule to plan around.

Assumption also has a price. Under §365(b)(1) a debtor cannot assume a defaulted contract without curing the default or providing adequate assurance of a prompt cure, compensating the other party for actual pecuniary loss, and providing adequate assurance of future performance, which means the royalty arrears you were hoping to compromise become the entry fee for keeping the brand. And the leases run on a separate clock: §365(d)(4)(A) deems an unexpired lease of nonresidential real property rejected, with immediate surrender to the lessor, if it is not assumed or rejected by the earlier of 120 days after the order for relief or plan confirmation, extendable once by 90 days for cause under (B)(i), with any further extension requiring the lessor’s prior written consent under (B)(ii). For a six-unit operator that is six landlord negotiations on one deadline.

Whether the case fits in Subchapter V is a separate arithmetic problem. The eligibility ceiling lives at 11 U.S.C. §101(51D), and for cases filed on or after April 1, 2025 it stands at $3,424,000 of aggregate noncontingent liquidated debts. Add four advances, an SBA balance, franchisor arrears, lease guaranty exposure and equipment notes across six units and a mid-size franchisee can clear that number without feeling large, which pushes the case into ordinary chapter 11 with its costs and its committee.

120 Days, Then the Lessor Decides: 11 U.S.C. §365(d)(4)(A) gives 120 days from the order for relief, or plan confirmation if earlier, to assume or reject each nonresidential lease. Subparagraph (B)(i) allows one 90-day extension for cause, and (B)(ii) makes every later extension depend on the lessor’s prior written consent. (11 U.S.C. §365)

The Order a Columbus Franchise File Actually Moves In

Sequencing decides outcomes on these files more than any single argument does, and the sequence is dictated by who can stop you from operating. The supplier that can put you on credit hold comes first, because a unit that cannot open generates the failure-to-operate default that ends everything else. The franchisor comes second, because its consent governs the transfer that is your best deleveraging move and because its cure clock is the shortest one running. The landlords come third, since a Columbus operator with sites across Franklin, Delaware and Licking counties is negotiating with parties who have genuinely different alternatives depending on the corridor. The receivables funders come fourth, not because they are gentle, but because their remedy is a lawsuit and a lien rather than a shutdown.

The SBA loan sits outside that order entirely and has to be worked in parallel from day one, since a going-concern compromise cannot be approved without the written agreements from every other creditor already in hand. That is the practical reason a franchisee cannot pick off creditors one at a time and hope the federal balance sorts itself out later. It is also why the document request on a franchise file is longer than on an ordinary business debt file: the franchise agreement and every amendment, the development agreement, the disclosure document you were given before signing, each lease and lease guaranty, the SBA note and authorization, all advance agreements, and a current UCC search on every entity.

One firm on this list works the entire lifecycle of a business debt file, from stopping daily debits through attorney-led negotiation to a signed release with lien terminations, while the other two cover broader debt categories that often sit alongside the advances. Delancey Street is a settlement company rather than a law firm, and the attorneys who handle filings, defenses and court appearances sit in a nationwide network it works with. Nothing on this page predicts a result on your file, and a franchise file with an SBA balance and an unexpired term carries variables no honest desk prices before reading the documents. Operators who want the local option list can start with our page on business debt settlement companies in Columbus, or read how the financing side treats these agreements on our page about consolidation loans for franchisees.

Build This Stack Before the First Call: Franchise agreement and amendments, development agreement, the disclosure document delivered before signing, every lease and lease guaranty, the SBA note and loan authorization, all advance agreements and bank statements showing the debits, and a UCC search on each operating entity and on you personally. A negotiator working without the disclosure document is guessing at the transfer, termination and supplier terms that decide the file.

Who Should You Call? Our Top-Rated Business Debt Firms

One firm on this list works the entire lifecycle of a business debt file, from stopping the daily debits through attorney-led negotiation, UCC lien removal, and a signed release. The other two cover broader debt categories that often sit alongside the advances. Choose accordingly.

★ Our Top Pick
#1

Delancey Street

Attorney-Led MCA & Business Debt Settlement - $100M+ Resolved Nationwide

The only firm here that handles the full arc of a business debt file: attorney-led negotiation, ACH revocation, legal defense, UCC lien removal, and a settlement agreement with a real release attached. Over $100M settled, no upfront fees, all 50 states, settlements at 30-60% of the balance.

Best for: Business owners carrying one or more advances who want aggressive, attorney-led negotiation with no upfront cost
Total Settled: $100M+
Settlement Range: 30-60%
Attorney-Led: Yes
Upfront Fees: None
Talk to Delancey Street Today Free consultation. No upfront fees. Settlements at 30-60%. (888) 559-0156
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#2

National Debt Relief

Largest U.S. Debt Settlement Firm - A+ BBB Rating - 550,000+ Clients

Not an MCA specialist. National Debt Relief does not negotiate advances, challenge confessions of judgment, or fight UCC liens. For the ordinary unsecured business debt sitting next to your advances, their scale and track record make them a reasonable option on that side of the ledger.

Best for: General unsecured business debt over $7,500 (not MCA-specific settlement)
Clients Served: 550,000+
MCA Settlement: No
Every Week You Wait, The File Gets More Expensive Stop the ACH debits, get the UCC lien addressed, and settle at 30-60%. Over $100M settled. Free consultation.
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#3

CuraDebt

25+ Years in Business Debt & Tax Resolution - IAPDA Certified

Not an MCA specialist either. CuraDebt handles business debt alongside IRS and state tax resolution, so if unpaid payroll taxes have stacked up behind the advances, they can work that front while the MCA side is negotiated.

Best for: Combined business debt and tax resolution (not MCA-specific settlement)
Tax Resolution: Yes (IRS & State)
MCA Settlement: No

Frequently Asked Questions

Can my funder force my franchisor to approve a sale of my units?
No. A funder can perfect a lien that reaches the franchise agreement as a general intangible, because Ohio Rev. Code §1309.408(A) makes the anti-assignment term ineffective against attachment and names a franchise expressly. What it cannot do is compel performance. Section 1309.408(D) provides that the interest is not enforceable against the franchisor, imposes no duty on it, does not require it to recognize the interest, does not entitle the secured party to use or assign your rights under the agreement, and does not entitle the secured party to enforce the interest at all. Approval of a transfer stays with the franchisor.
My lender says settling the SBA loan needs SBA sign-off. Is that real?
It is. Under 13 C.F.R. §120.536(a)(3), SBA must give prior written consent before a lender compromises the principal balance of a loan, and SOP 50 57 4 warns lenders that failing to get it can result in a repair or denial of the guaranty. The standards come from 31 U.S.C. §3711 and 31 C.F.R. part 902. A lender who tells you it can write down an SBA balance on its own authority is either describing a non-guaranteed loan or is wrong, and the difference is worth confirming in writing before you send anybody money.
I guaranteed the lease, the franchise agreement and the loan. Which do I deal with first?
Sequence by who can stop you operating rather than by balance size. The franchisor holds the shortest clock and the consent you need for a transfer, so it goes early. Landlords price against re-letting time, which in strong central Ohio corridors gives them a real alternative and often makes a lease guaranty more negotiable than it looks. An SBA-backed lender runs on federal rules and has to be worked in parallel from the start, because a going-concern compromise requires signed arrangements with all other creditors already in place. Take the order to counsel before you send any single creditor money.
If the franchise gets terminated, what is actually left for my funder to take?
Used equipment, remaining inventory, receivables and a leasehold, with no trademark, no supply chain, no operating system and typically a covenant not to compete still running against you. That is why a franchisee’s collateral is worth far less than the loan file suggests, and it is why the funder’s own recovery model should be part of the conversation. Disposition still has to satisfy Ohio Rev. Code §1309.610(B), which requires every aspect to be commercially reasonable, though §1309.627(A) protects a secured party from an argument built only on the fact that a better price existed elsewhere.
Does Ohio law give me a cure period before my franchisor can terminate?
As of August 2026, no. Ohio has no general franchise relationship statute setting minimum notice or cure periods. The relationship protections in the Revised Code are industry specific: sections 1333.82 to 1333.87 govern alcoholic beverage manufacturer and distributor franchises, where §1333.82(D) defines franchise as the manufacturer-distributor contract, and motor vehicle dealer franchises have their own chapter. A restaurant, fitness, retail or service franchisee falls outside both. The days you have are the days your agreement gives you, so read Item 17 rows f, g and h and then read the sections of the agreement they point to.
I signed a development agreement and never opened the last four units. What now?
The exposure is whatever your development agreement says, and it varies enough between systems that no honest answer generalizes. The structures you will see are loss of development rights and the protected area, forfeiture of development fees already paid, acceleration of remaining fees, and sometimes liquidated damages tied to unopened units. Two disclosures give you context: 16 C.F.R. §436.5(l) required Item 12 to state whether territorial exclusivity depends on hitting sales or penetration targets and what the franchisor may do if you miss, and Item 20 Table No. 5 reports signed agreements with no outlet open, state by state.
Can I stop paying my required distributor while I negotiate everything else?
Withholding from a required supplier is a legal act with consequences under your agreement, and in a franchise system it is usually the fastest route to a shutdown, because credit hold costs the distributor nothing and a unit that cannot open triggers failure-to-operate and abandonment defaults. The stronger move is to find out what the relationship actually is before you change any payment. Item 8 under 16 C.F.R. §436.5(h) had to disclose which suppliers are approved, how alternatives get approved and revoked, and whether the franchisor earns revenue from your purchases. Take that reading to counsel and let a negotiator open the conversation.
Is there anything in Ohio law about how the franchise was sold to me in the first place?
There can be. Ohio Rev. Code §1334.13(A) exempts a transaction from chapter 1334 only where it complies in all material respects with the FTC franchise rule at 16 C.F.R. 436.1 et seq., and §1334.14 puts the burden of proving that exemption on the seller. Where the exemption fails and the deal fits the definition at §1334.01(D), §1334.09 allows rescission by written notice within three years of the agreement plus treble damages or ten thousand dollars, whichever is greater, and §1334.15(B) voids any venue or choice of law clause that would deprive an Ohio-resident purchaser of those sections. Section 1334.10(C) ends it five years out. Call (888) 559-0156 for a read on the dates.

Find Out Which Consent Your Exit Actually Needs

Send the franchise agreement, the disclosure document you were given before signing, every lease guaranty, the SBA authorization and all advance agreements. You get back which balances can move without the franchisor, which cannot, and the order to work them in. The read costs you nothing, and no fee exists until a settlement closes.

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