u/Difficult_Good_4537

I received an offer to sell my franchise business and wanted a sanity check before moving forward. Here's the summary:

Price: $50,000 total — $25,000 at closing, $25,000 paid over 12 months after
Closing date: targeted ~2 months out
Due diligence period: 15 business days, during which buyer can inspect equipment and walk away with a full refund of their earnest money if unsatisfied

Buyer's contingencies (deal only proceeds if):

• Buyer gets all required licenses/permits
• Buyer gets franchisor approval for the license transfer
• Buyer approves the franchise transfer fee
• Landlord agrees in writing to lease terms similar to current lease, confirming no outstanding rent owed

Seller (me) responsibilities:

• Provide Franchise Disclosure Document + transfer terms during due diligence
• Provide any other vendor/business contracts
• Keep running the business normally without telling staff/customers about the sale
• Confirm compliance with franchise standards
• Confirm no pending lawsuits/investigations
• Transfer all employees at same pay/roles/hours/benefits

Liability split:

• Buyer takes on liabilities only from contracts after closing
• I (seller) remain responsible for anything before closing — taxes, any lawsuits, liens, employee comp issues

I don't currently have any lawsuits, compensation disputes, or landlord issues, so those warranty clauses aren't a concern for me personally. Mainly wondering:

1. Is a 50% down / 50% over 12 months structure normal for a small franchise sale like this, or should I push for more upfront?
2. Anything in the contingencies or liability language that looks off or overly buyer-favorable?
3. Is 15 business days a reasonable due diligence window, or unusually short/long?
4. How do I get off hook from personal liability with landlord?

Not asking for legal advice to replace an actual attorney — just want outside perspective before I go into that conversation informed. Appreciate any insight!

I received an offer to sell my franchise business and wanted a sanity check before moving forward. Here's the summary:

Price: $50,000 total — $25,000 at closing, $25,000 paid over 12 months after
Closing date: targeted ~2 months out
Due diligence period: 15 business days, during which buyer can inspect equipment and walk away with a full refund of their earnest money if unsatisfied

Buyer's contingencies (deal only proceeds if):

• Buyer gets all required licenses/permits
• Buyer gets franchisor approval for the license transfer
• Buyer approves the franchise transfer fee
• Landlord agrees in writing to lease terms similar to current lease, confirming no outstanding rent owed

Seller (me) responsibilities:

• Provide Franchise Disclosure Document + transfer terms during due diligence
• Provide any other vendor/business contracts
• Keep running the business normally without telling staff/customers about the sale
• Confirm compliance with franchise standards
• Confirm no pending lawsuits/investigations
• Transfer all employees at same pay/roles/hours/benefits

Liability split:

• Buyer takes on liabilities only from contracts after closing
• I (seller) remain responsible for anything before closing — taxes, any lawsuits, liens, employee comp issues

I don't currently have any lawsuits, compensation disputes, or landlord issues, so those warranty clauses aren't a concern for me personally. Mainly wondering:

1. Is a 50% down / 50% over 12 months structure normal for a small franchise sale like this, or should I push for more upfront?
2. Anything in the contingencies or liability language that looks off or overly buyer-favorable?
3. Is 15 business days a reasonable due diligence window, or unusually short/long?
4. Also there's no written agreement that I'll be off hook from personal liability after buyer takes over. How do I get this? Should I bring this up with buyer?

Not asking for legal advice to replace an actual attorney — just want outside perspective before I go into that conversation informed. Appreciate any insight!

Long story short — I need outside perspective before I make a decision I can't undo.

Background:

• Opened a smoothie franchise, just over a year ago
• Built it from the ground up: $250k initial investment + $100k more to keep it running
• Total invested: ~$350k
• The location turned out to be weak — other national franchises in the same complex (Subway, Wingstop, Papa Murphy's) are also only doing ~20 orders/day
• We're consistently under 20 orders/day too, running at a loss of about $1,000/month
• We're down to ~$20k cash remaining

The lease problem (the part that really has me stuck):

• Originally signed a 10-year lease, now 8-9 years remaining
• No early termination clause in the lease at all
• Landlord is InvenTrust (a large commercial REIT), and they've been difficult to work with even on smaller issues in the past
• This basically means "just closing the doors" isn't a real option — I'd likely still owe rent for the remaining term either way, which makes selling the business (even at a loss) look more attractive than shutting down

The offer:
We listed the business for sale at $180k (includes a $5k franchise transfer fee + broker fee). First offer came in at $50k, from a cash buyer who can close in 30 days. Their reasoning: they like the concept but can't justify $180k after their own research — at $50k they said they're "basically buying hope" that the location can be turned around.

What I'm weighing:

1. Accept (or negotiate up from) the $50k — recover something, and get out from under the lease liability by transferring it to the buyer
2. Hold out for a better offer, knowing we only have ~20 months of runway left at current burn, assuming nothing else goes wrong
3. Try to negotiate directly with the landlord (sublease, rent reduction, anything) — though past experience suggests this won't go well
4. Get a second, independent valuation before responding, since this is our only offer so far

My questions for you all:

• With a 9-year lease with no early-out, does that make the $50k offer look more reasonable than it first seemed, since the buyer would be assuming that lease liability too?
• Anyone dealt with a difficult commercial landlord (especially a big REIT like InvenTrust) when trying to exit or transfer a lease? Any leverage points I'm missing?
• Should I be talking to a commercial real estate attorney before I do anything else here, given there's no exit clause?