Franchise Resale vs New: You Don't Inherit the Seller's Deal

Buying a resale does not lock in the seller’s old terms. In 3 of the five 2026 FDDs quoted here, Item 17 expressly requires a then-current agreement for the transfer category compared. A new agreement and a then-current agreement are not interchangeable descriptions.

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The five FDDs quoted below (issued February to April 2026) cover Smoothie King, PJ’s Coffee, The Human Bean, Jamba and Robeks. The Human Bean’s February FDD was amended May 5, 2026. Franchisors reissue their FDDs at least once a year; confirm each term in the brand’s current FDD before relying on it.

The premises and the paperwork travel separately

The following excerpts concern franchise-agreement transfers. Jamba’s row m category is a change in control or a transfer involving a 20% interest; other categories have different conditions.

Brand	Item 17 buyer-agreement wording	What to compare
Smoothie King	“… transferee enters into a new Franchise Agreement, remodels the premises and completes training. …”	Row m says new, not expressly then-current.
PJ’s Coffee	“… including Franchise Agreement.”	Row m describes a written assumption and other required documents. Section 13.2(viii) separately requires a replacement agreement on the then-current form.
The Human Bean	“… signs then current franchise agreement …”	Row m also requires agreement to remodel.
Jamba	“Transferee must sign our then-current Franchise Agreement …”	Row m says terms may differ materially, with expiration on the seller’s existing expiration date.
Robeks	“The royalty fee and marketing fee will remain the same, however.”	Row L requires then-current contracts but preserves the unexpired term, remaining renewal rights and those fees.

In 3 of the five 2026 FDDs quoted here, Item 17 expressly requires then-current agreements: The Human Bean, Jamba and Robeks. Smoothie King and PJ’s Coffee do not use that wording in their compared Item 17 rows. PJ’s attached agreement does, so the count describes the summaries, not every requirement in the full contracts.

Resale and new unit, side by side

This is a planning comparison, not a price estimate. The cited FDD rows describe the resale conditions; the new-unit column identifies what to request for that alternative.

Factor	Resale	New unit	Source
Agreement terms	Compare seller’s signed terms with required buyer agreement; current forms can have preserved terms.	Review the agreement offered for the new franchise.	Five FDDs, Item 17 rows l/m; PJ’s Section 13.2(viii).
Training	Training appears in each compared Item 17 summary, conditional for The Human Bean.	Budget the initial training requirements disclosed for the new unit.	Five FDDs, Item 17 row m; current FDD’s training disclosure.
Transfer fee vs. initial fee	Obtain the applicable transfer fee and associated charges.	Obtain the initial franchise fee and opening budget.	Transfer fee comparison; Items 5-7 of the current FDD.
Trading history	Request actual unit records and verify them.	No operating history for a unit that has not opened.	Resale diligence request list.
Build-out	Existing premises still need condition review; Smoothie King, The Human Bean and Jamba require remodeling in the compared rows.	Plan site selection, construction and opening work.	Five FDDs, Item 17 row m; format and build costs.
Financing	Ask the lender to evaluate the acquisition and required improvements.	Ask the lender to evaluate the startup and build-out budget.	SBA financing questions for either path.

What the buyer pays on top of the price

The purchase price does not settle the franchisor’s transfer requirements. Request the applicable transfer fee and associated charges, training costs and required improvements before agreeing a price.

In 3 of the five 2026 FDDs quoted here, the compared Item 17 rows require remodeling: Smoothie King, The Human Bean and Jamba. PJ’s Coffee and Robeks do not state remodeling in these rows; that does not establish that their full agreements impose none. Ask for the current specification and approval requirements and price the work with a builder.

Training also needs its own scope. Smoothie King requires the transferee to complete training. PJ’s summary names the franchisee, manager or responsible employees; Section 13.2(vii) identifies the transferee/assignee. The Human Bean requires training if required. Jamba requires the transferee and proposed General Manager to complete training before transfer at the transferee’s expense. Robeks requires successful completion. A count of five training provisions is not a claim that every buyer must repeat the same course.

What a resale gives you that a new unit does not

A trading history to examine. Request the unit’s records and check them with an accountant. Actual results under the seller’s terms are evidence to examine, not a forecast of your results.

An existing site, lease and equipment. Review condition, ownership, remaining lease term and assignment consent. Existing premises can still need work, approvals and a period of closure.

An existing team. Establish who intends to stay, what roles they perform and what obligations the transaction creates.

What a new unit gives you that a resale does not

A different disclosure path. For a covered new sale, the federal rule requires the franchisor’s FDD at least 14 calendar days before signing a binding agreement with, or paying, the franchisor or an affiliate. The resale exclusion has conditions, and the franchisor’s involvement must be assessed separately. A resale buyer should request the documents and have an attorney determine the disclosure obligation.

For federal disclosure exemptions and state registration exemptions, see the franchise registration exemptions guide.

Site selection. A new unit lets you pursue a location rather than evaluate the seller’s existing site, subject to the franchisor’s requirements.

No seller’s unit history to inherit. A resale requires review of the existing operation’s staffing, records and relationships. Smoothie King requires the seller’s obligations to be satisfied and the seller to be in compliance; The Human Bean requires good standing. Ask the franchisor directly about the conditions that could prevent approval.

The two things a resale buyer should check first

The right of first refusal. In 5 of the five 2026 FDDs quoted here, Item 17 reserves a refusal right. In 4 of the five 2026 FDDs quoted here, row n states no period: Smoothie King, PJ’s Coffee, The Human Bean and Jamba. Robeks states 30 days. Check the full clause and its notice requirements before setting the purchase timetable.

What the seller remains liable for, and what you take on. Review personal guarantee release separately from transfer approval. Smoothie King and Jamba expressly include a buyer guaranty in the compared transfer conditions. Have your attorney identify each obligation and any written release. If the seller is behind on payments, distressed-franchise diligence needs particular attention.

Choosing between a resale and a new unit?

Our free 10-step franchise due-diligence checklist works for both paths: the FDD items, franchisee calls, financing and attorney review. Plus the full kit.

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Questions to ask before choosing a resale

• Which agreement will I sign, and what changes from the seller’s terms?
• What transfer charges, training and improvements must be budgeted?
• Is the seller in compliance, and are amounts owed to the franchisor paid?
• What starts the refusal period, and what is the separate approval schedule?
• What is the remaining lease term, and will the landlord consent?
• Will a franchise attorney compare both agreements before I commit?

Buying or selling an existing franchise: resale basics, where to find resales, resale due diligence, transfer approval, right of first refusal, transfer fees, owner death and succession, distressed franchises.