Disclosing who invests and who operates: a worksheet for the responsibility split in a franchise agreement

Most franchise disclosure documents answer who pays. Fewer answer who decides, and almost none answer what happens when the two are different parties. A deal announced in Thailand this week is a clean example of the gap.

The deal that exposes the question

KAOHOON International reported on 19 October 2026, and RetailNews Asia on 20 October 2026, that CP Axtra, the operator of Makro and Lotus's with more than 2,650 stores, agreed a corporate franchise arrangement with The Minor Food Group for five dining brands: Dairy Queen, Swensen's, GAGA, Bonchon and The Steak & More. CP Axtra invests in and owns the outlets. Minor Food, with more than 3,000 restaurants in 25 countries, manages day-to-day operations including staffing, supply chains and management systems, and runs each outlet to brand standards.

Neither report discloses the fee basis, the split of store-level profit, a branch-count target, the deal value or any investment figure. For a public announcement that is normal. For a term sheet it would be fatal.

Why the split needs its own section

When one party owns the asset and another runs it, four things stop having an obvious owner: the hiring and firing decision, the purchasing decision, the pricing decision and the decision to close a site. Each one can be assigned to either party, and the combination you choose determines who absorbs a bad quarter.

That is not an abstract risk. Restaurant Technology News, in a piece published 3 October 2026, notes that in the McDonald's AI pricing debate, McDonald's states franchisees independently set their own prices while five franchise owners told Reuters they felt pressure to use the pricing tools. The gap between a documented right and a practical reality is exactly what a disclosure document exists to close.

The worksheet

For each line, write the party, the approval threshold, and what happens on disagreement.

Capital and assets. Who funds fit-out, who owns the leasehold improvements, who holds the lease, and who owns the equipment at the end of the term. If the investor owns the asset and the operator holds the brand standard, name the party that must consent to a refit.

People. Who is the legal employer, who sets headcount, who approves wage scales, and who carries severance on closure. A per-employee technology fee, such as the 9 dollars per employee per month that Nation's Restaurant News reported for Toast IQ Team on 7 October 2026, changes meaning depending on which party is the employer.

Supply. Who nominates suppliers, who negotiates price, who takes rebates, and whether rebates are disclosed. If the operator buys and the investor pays, the rebate question is the single most common source of dispute.

Price. Who sets the menu price, whether the brand may recommend, and whether recommendations are logged with their reasons. Write in the right to reject a recommendation and to reverse a change, and record who exercised it.

Technology. Who selects the stack, who pays the subscription, and who holds the data. A platform that edits menu prices directly across connected systems, as The Next Web described for Choice on 19 October 2026, must have a named human approver inside the agreement, not only inside the software.

Performance and exit. The measure that triggers intervention, the cure period, who may close a site, and what the operator hands back: recipes and manuals, or also guest data, loyalty records and campaign history.

Two tests before you sign

First, the weakest-store test. Run every recurring fee against the forecast revenue of the worst site in the group, not the average. A flat monthly platform fee that is trivial at a strong unit can be the difference between profit and loss at a weak one.

Second, the single-sentence test. If you cannot describe the split in one sentence that names who funds, who runs and who decides price, the agreement is not yet drafted. In the Thai example that sentence is available: the landlord invests and owns, the brand operator runs, and the published material does not say who sets price.

This is a drafting aid, not legal advice, and it does not replace counsel qualified in the relevant jurisdiction.

What we do not know

We do not know how the CP Axtra and Minor Food arrangement shares revenue or profit, because neither report discloses the fee basis or the split, so the example cannot be used as a benchmark for commercial terms.

We do not know whether pricing authority in that arrangement sits with the investor or the operator. The reports do not address it, and it is the line most likely to be contested later.

We do not know how the McDonald's pricing question resolves. Restaurant Technology News reports that Reuters could not confirm the pricing engine caused the price gap it observed between two Fresno restaurants, so no conclusion about causation is available.

We do not know the exit and data-return terms in any of the technology agreements discussed above, because none of the reports describes them.