CT Gen Stat § 36b-63. (Formerly Sec. 36-506) (2020)
2020 Connecticut General Statutes|Title 36b - Connecticut Securities Law and Business Opportunity Investment Act|Chapter 672c - Business Opportunity Investment Act|Section 36b-63. (Formerly Sec. 36-506) - Disclosure to purchaser-investor required.

 (a) At least ten business days prior to the time the purchaser-investor signs a business opportunity contract, or at least ten business days prior to the receipt of any money or thing of value by the seller or any person designated by the seller to receive such money or thing of value, whichever occurs first, the seller shall provide the prospective purchaser-investor a written disclosure document described in subsection (c) of this section, the cover sheet of which shall be entitled in at least ten-point boldface capital letters “DISCLOSURES REQUIRED BY CONNECTICUT LAW”. Under this title shall appear the statement in at least ten-point type that “The State of Connecticut does not approve, recommend, endorse or sponsor any business opportunity. The information contained in this disclosure has not been verified by the state. If you have any questions about this investment, see an attorney before you sign a contract or agreement.” Nothing except the title, the required statement, the name of the seller and the date of the disclosure document shall appear on the cover sheet.(b) (1) The disclosure document required by subsection (a) of this section may consist of: (A) The Uniform Franchise Offering Circular with associated guidelines adopted by the North American Securities Administrators Association, Inc., as amended from time to time, or (B) a disclosure document in accordance with the provisions of the Federal Trade Commission's trade regulation rule entitled “Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures”, 16 CFR 436, as amended from time to time, with the cover sheet required by subsection (a) of this section placed immediately after the cover sheet required under such rule of the Federal Trade Commission.(2) Any additional information required by subsection (c) of this section, which is not contained in the document filed under subdivision (1) of this subsection, shall be included in an addendum to the disclosure document and the seller shall file a cross-reference sheet indicating the location of the disclosures required by subsection (c) of this section.(c) Except as provided in subsection (d) of this section, the disclosure document shall contain at least the following information which shall be presented in a single document in the order set forth in this subsection and shall include a comment which either positively or negatively responds to each disclosure item required to be in the disclosure document by use of a statement which fully incorporates the information required within such document:(1) (A) The official name, business address and principal place of business of the seller and of any affiliate or predecessor of the seller; whether such seller is an individual, partnership, limited liability company, limited liability partnership or corporation and, if the seller is an entity, the date and place of organization; (B) the name under which the seller is doing or intends to do business; and (C) trademarks and service marks which identify the product or products, equipment, supplies or services to be offered, sold or distributed by the prospective purchaser-investor, or under which the prospective purchaser-investor will be operating;(2) The business experience during the past five years of each of the seller's current directors, executive officers, trustees, general partners, general managers, and any other persons charged with responsibility for the seller's business activities, including but not limited to, the chief operating officer and the financial, marketing, training and service officers. With regard to each such listed person, for the past five years, such person's principal occupations, nature and types of business in which such person was engaged, names of his employers, current business addresses and titles shall be provided;(3) The business experience of the seller and the seller's affiliate or predecessor, if any, including the length of time each: (A) Has conducted a business of the type to be operated by the purchaser-investor; (B) has offered for sale or sold a business opportunity for such business; and (C) has offered for sale or sold business opportunities in any other line of business and a description of such other line of business;(4) A statement disclosing who, if any, of such persons listed in subdivisions (1) and (2) of this subsection: (A) Has, at any time during the previous ten fiscal years, been convicted of a felony or pleaded nolo contendere to a felony charge if such felony involved fraud, including but not limited to, a violation of any business opportunity law, franchise law, securities law or unfair or deceptive practices law, embezzlement, fraudulent conversion, misappropriation of property or restraint of trade; (B) has, at any time during the previous ten fiscal years, been held liable in a civil action resulting in a final judgment, has settled out of court any civil action, is a party to any civil action, or is or was a principal, director, executive officer or partner of any other person that was so held liable, settled or is a party to such action where the civil action (i) involved allegations of fraud, including but not limited to, a violation of any business opportunity law, franchise law, securities law or unfair or deceptive practices law, embezzlement, fraudulent conversion, misappropriation of property, or restraint of trade, or (ii) which was brought by a present or former purchaser-investor and which involves or involved the business opportunity relationship; (C) is subject to any currently effective state or federal agency or court injunctive or restrictive order, is a party to a proceeding currently pending in which such order is sought, or is or was a principal, director, executive officer or partner of any other person that is subject to such order or is a party to any such currently pending proceeding relating to or affecting business opportunity activities or the seller-purchaser-investor relationship, or involving fraud, including but not limited to, a violation of any business opportunity law, franchise law, securities law or unfair or deceptive practices law, embezzlement, fraudulent conversion, misappropriation of property or restraint of trade. The statement required by this subdivision shall include the identity and location of the court or agency; the date of conviction, judgment, or decision; the penalty imposed; the damages assessed; the terms of settlement or the terms of the order and the date, nature, and issuer of each such order or ruling. A seller may include a summary opinion of counsel as to any pending litigation but only if counsel's consent to use such opinion is included in the disclosure document;(5) A statement disclosing who, if any, of the persons listed in subdivisions (1) and (2) of this subsection at any time during the previous ten fiscal years has: (A) Filed for bankruptcy protection; (B) been adjudged bankrupt; (C) been reorganized due to insolvency; or (D) been a principal, director, executive officer or partner of any other person that has so filed or was so adjudged or reorganized, during or within one year after the period that such person held such position with such other person. The statement required by this subdivision shall include the name and location of the person having so filed or having been so adjudged or reorganized, the date and any other material facts;(6) A factual description of the business opportunity offered to be sold by the seller including a full and detailed description of (A) the actual services and equipment that the business opportunity seller undertakes to perform for or supply to the purchaser-investor and (B) the actual services which the purchaser-investor undertakes to perform, including but not limited to, compliance with procedures established by the seller regarding the operation of the business;(7) A statement of the total funds which shall be a sum certain and which the seller requires the purchaser-investor to pay to any specifically named person or any other person known to the seller who receives any consideration incident to such transaction, or which the seller, or any person affiliated with the seller collects in whole or in part on behalf of any party in order to obtain or commence the business opportunity operation such as initial fees, deposits, down payments, prepaid rent, and equipment and inventory purchases, provided the seller shall not be required to make such disclosures if the seller merely approves the purchaser-investor's decision to do business with any other person selected by the purchaser-investor. If all or part of these fees or deposits are returnable under certain conditions, the seller shall set forth these conditions, and if not returnable, the seller shall disclose this fact;(8) A statement describing any recurring funds in connection with carrying on the business opportunity business the purchaser-investor is required to pay to any person, including, but not limited to, royalty, lease, advertising, training and sign rental fees and equipment or inventory purchases;(9) A statement setting forth the name of each person, including the seller and its affiliates, with whom the seller directly or indirectly requires or advises the purchaser-investor to do business;(10) A statement describing any real estate, services, supplies, products, inventories, signs, fixtures, or equipment relating to the establishment or the operation of the business opportunity business the seller directly or indirectly requires the purchaser-investor to purchase, lease or rent, and if such purchase, lease or rental shall be made from specific persons including the seller, a list of the names and addresses of each such person. Such list may be set forth in a separate document and delivered to the prospective purchaser-investor with the disclosure document if the existence of such separate document is disclosed in the disclosure document;(11) A description of the basis for calculating, and, if such information is readily available, the actual amount of any revenue or other consideration to be received by the seller or persons affiliated with the seller from suppliers to the prospective purchaser-investor in consideration for goods or services which the seller requires or advises the purchaser-investor to obtain from such suppliers;(12) (A) A statement of all material terms and conditions of any financing arrangement offered directly or indirectly by the seller or any person affiliated with the seller to the prospective purchaser-investor; and (B) a description of the terms by which any payment is to be received by the seller from (i) any person offering financing to a prospective purchaser-investor; and (ii) any person arranging for financing for a prospective purchaser-investor;(13) A statement describing the material facts of whether under the terms of the business opportunity agreement or other device or practice the purchaser-investor is: (A) Limited in the goods or services he may offer for sale; (B) limited in the customers to whom he may sell such goods or services; (C) limited in the geographic area in which he may offer for sale or sell goods or services; or (D) granted territorial protection by the seller, by which, with respect to a territory or area, the seller will not establish another or more than a fixed number of business opportunity or company-owned outlets either operating under or selling, offering, or distributing the same or similar products, equipment, supplies or services currently being offered to purchaser-investors;(14) A statement of the extent to which the seller requires or it is necessary that the purchaser-investor, or if the purchaser-investor is an entity any person affiliated with the purchaser-investor, participates personally in the direct operation of the business opportunity;(15) With respect to the business opportunity agreement and any related agreements, a statement disclosing: (A) The term or duration of arrangement, if any, of such agreement and whether such term is or may be affected by an agreement, including leases or subleases, other than the one from which such term arises; (B) the conditions under which the purchaser-investor may renew or extend; (C) the conditions under which the seller may refuse to renew or extend; (D) the conditions under which the purchaser-investor may terminate; (E) the conditions under which the seller may terminate; (F) the obligations, including lease or sublease obligations, of the purchaser-investor after termination of the business opportunity by the seller and the obligations of the purchaser-investor, including lease or sublease obligations, after termination of the business opportunity by the purchaser-investor and after the expiration of the business opportunity; (G) the purchaser-investor's interest upon termination of the business opportunity or upon refusal to renew or extend the business opportunity whether by the seller or by the purchaser-investor; (H) the conditions under which the seller may repurchase, whether by right of first refusal or at the option of the seller, and, if the seller has the option to repurchase the business opportunity, whether there will be an independent appraisal of the business opportunity, whether the repurchase price will be determined by a predetermined formula and whether there will be a recognition of good will or other such intangibles in such repurchase price; (I) the conditions under which the purchaser-investor may sell or assign all or any interest in the ownership of the business opportunity or of the assets of the business opportunity and the amount of consideration, if any, which shall be paid to the seller for such sale or assignment; (J) the conditions under which the seller may sell or assign, in whole or in part, its interest under such agreements; (K) the conditions under which the purchaser-investor may modify; (L) the conditions under which the seller may modify; (M) the rights of the purchaser-investor's heirs or personal representative upon the death or incapacity of the purchaser-investor; and (N) the provisions of any covenant not to compete;(16) With respect to the seller and as to the particular named business being offered, a statement disclosing: (A) The total number of business opportunities operating within the calendar year immediately preceding, and as of a date thirty days prior to, the filing of information required by sections 36b-60 to 36b-80, inclusive; (B) the total number of company-owned outlets operating within the calendar year immediately preceding, and as of a date thirty days prior to, the filing of information required by said sections; (C) the names, addresses, and telephone numbers of (i) the ten business opportunity outlets of the named business opportunity business nearest the prospective purchaser-investor's intended location, or (ii) all purchaser-investors of the seller, or (iii) all purchaser-investors of the seller in the state in which the prospective purchaser-investor lives or where the proposed business opportunity is to be located, provided there are more than ten such purchaser-investors. If the number of purchaser-investors to be disclosed exceeds fifty, the listing may be made in a separate document and delivered to the prospective purchaser-investor with the disclosure document if the existence of such separate document is disclosed in the disclosure document; (D) the number of business opportunities that, within the calendar year immediately preceding, and as of a date thirty days prior to, the filing of information required by said sections, were voluntarily terminated or not renewed by purchaser-investors within or at the conclusion of the term of the business opportunity agreement; (E) the number of business opportunities that, within the calendar year immediately preceding, and as of a date thirty days prior to, the filing of information required by said sections, the seller reacquired by purchase during the term of the business opportunity agreement and upon the conclusion of the term of the business opportunity agreement; (F) the number of business opportunities that, within the calendar year immediately preceding, and as of a date thirty days prior to, the filing of information required by said sections, were otherwise reacquired by the seller during the term of the business opportunity agreement and upon the conclusion of the term of the business opportunity agreement; (G) the number of business opportunities within the calendar year immediately preceding, and as of a date thirty days prior to, the filing of information required by said sections, in which the seller refused renewal of the business opportunity agreement or other agreements relating to the business opportunity; (H) the number of business opportunities that, within the calendar year immediately preceding, and as of a date thirty days prior to, the filing of information required by said sections, were cancelled or terminated by the seller during the term of the business opportunity agreement and upon conclusion of the term of the business opportunity agreement; and (I) with respect to the disclosures required by subparagraphs (D), (E), (F), (G) and (H) of this subdivision, the disclosure document shall also include a general categorization of the reasons for such reacquisitions, terminations and refusals to renew and the number falling within each such category, including but not limited to the following categories: Failure to comply with quality control standards, failure to make sufficient sales, and other breaches of contract;(17) (A) If the seller promises services to be performed in connection with site selection, a statement disclosing the full nature of those services, (B) for each agreement entered into within the calendar year immediately preceding, and as of a date thirty days prior to, the filing of information required by sections 36b-60 to 36b-80, inclusive, a statement disclosing the range of time that has elapsed between the signing of the business opportunity agreement or other agreement relating to the business opportunity and the site selection, (C) for each agreement entered into within the calendar year immediately preceding, and as of a date thirty days prior to, the filing of information required by said sections, if the seller is to provide operating business opportunity outlets, a statement disclosing the range of time that has elapsed between the signing of each business opportunity agreement or other agreement relating to the business opportunity and the commencement of the purchaser-investor's business, (D) with respect to the disclosures required by subparagraphs (B) and (C) of this subdivision, a seller may provide a distribution chart using meaningful classifications with respect to such ranges of time;(18) If the seller offers an initial training program or informs the prospective purchaser-investor that it intends to provide such person with initial training, a statement disclosing: (A) The type and nature of such training; (B) the minimum amount, if any, of training that will be provided to such purchaser-investor; and (C) the amount, if any, such purchaser-investor shall pay for such training or for obtaining such training;(19) If the name of a public figure is used in connection with a recommendation to purchase a business opportunity or as a part of the name of the business opportunity operation or if the public figure is stated to be involved with the management of the seller, a statement disclosing: (A) The nature and extent of the public figure's involvement and obligations to the seller, including but not limited to, the promotional assistance the public figure will provide to the seller and to the purchaser-investor; (B) the total investment of the public figure in the business opportunity operation; and (C) the amount of any fee or fees the purchaser-investor will be obligated to pay for such involvement or assistance provided by the public figure;(20) If the seller intends to use estimated or projected business opportunity sales or earnings, a statement of such estimates or projections together with an explanation of the bases and assumptions underlying such estimates or projections and any supportive data. The seller shall clearly and conspicuously disclose the following statement together with the information required by this subdivision in immediate conjunction with such representations and in not less than twelve-point upper and lower case boldface type: “Caution: These figures are only estimates of what we think you may earn. There is no assurance you will do as well. If you rely upon our figures, you must accept the risk of not doing as well”;(21) If the seller makes any statement concerning sales or earnings or range of sales or earnings that may be made through this business opportunity, the document shall disclose: (A) For the three-year period prior to the date of the disclosure document, the total number of purchaser-investors of business opportunities involving the products, equipment, supplies or services being offered who, to the seller's knowledge, have actually received earnings in the amount or range specified and the length of time it took such purchaser-investors to receive earnings in such amount or range; (B) for the three-year period prior to the date of the disclosure document, the total number of purchaser-investors of business opportunities involving the products, equipment, supplies or services being offered. The seller shall clearly and conspicuously disclose the following statement together with the information required by this subdivision in immediate conjunction with such representations and in not less than twelve-point upper and lower case boldface type: “Caution: Some business opportunities have (sold)(earned) this amount. There is no assurance you will do as well. If you rely upon our figures, you must accept the risk of not doing as well”;(22) If the business opportunity seller is required to secure a bond or establish a trust deposit pursuant to section 36b-64, the document shall state either:(A) “As required by Connecticut law, the seller has secured a bond issued by....(Name and address of surety company)a surety company authorized to do business in this state. Before signing a contract to purchase this business opportunity, you should check with the surety company to determine the bond's current status,” or(B) “As required by Connecticut law, the seller has established a trust account....(Number of account)with ....(Name and address of bank or other financial institution)before signing a contract to purchase this business opportunity, you should check with the bank or other depository institution to determine the current status of the trust account”;(23) The following statement: “If the seller fails to deliver the products, equipment or supplies or fails to render the services necessary to begin substantial operation of the business within forty-five days of the delivery date stated in your contract, you may notify the seller in writing and demand that the contract be cancelled”;(24) A financial statement as required by subsection (b) of section 36b-62;(25) A table of contents shall be included within the disclosure document and shall immediately follow the cover page or pages of the disclosure document;(26) The names of those persons who will represent the seller in offering or selling business opportunities in this state. With respect to each such person, a statement disclosing: (A) Such person's business address and telephone number, present employer, and employment or occupational history for the past ten years, including the names of employers, positions held and starting and termination dates for each such position; and (B) whether such person (i) has, at any time during the previous ten fiscal years, been convicted of a felony or pleaded nolo contendere to a felony charge if such felony involved fraud, including but not limited to, a violation of any business opportunity law, franchise law, securities law or unfair or deceptive practices law, embezzlement, fraudulent conversion, misappropriation of property or restraint of trade, or (ii) has, at any time during the previous ten fiscal years, been held liable in a civil action resulting in a final judgment or has settled any civil action out of court or is a party to any civil action involving allegations of fraud, including but not limited to a violation of any business opportunity law, franchise law, securities law or unfair or deceptive practices law, embezzlement, fraudulent conversion, misappropriation of property, or restraint of trade, or that was brought by a present or former purchaser-investor and that involves or involved the business opportunity relationship, or (iii) is subject to any currently effective injunctive or restrictive order issued by any state or federal court or administrative agency, or is a party to a proceeding currently pending in which such order is sought, relating to or affecting business opportunity activities or the seller-purchaser-investor relationship, or involving fraud, including but not limited to, a violation of any business opportunity law, franchise law, securities law or unfair or deceptive practices law, embezzlement, fraudulent conversion, misappropriation of property or restraint of trade. Such statement shall disclose the identity and location of the court or administrative agency; the date of conviction, judgment, order or decision; the penalty imposed; any damages assessed and the terms of settlement or the terms of the order;(27) A section entitled “risk factors” containing a series of short concise captioned paragraphs summarizing the principal factors which make the business opportunity one of high risk or of a speculative nature. Such factors shall include, but not be limited to: The absence of profitable operations within the previous three years; an erratic financial position of the seller; the particular nature of the business in which the seller is engaged or proposes to engage; any adverse background information regarding executive officers and directors of the seller, including prior business failures, criminal convictions or personal adjudications of bankruptcy; limited experience or lack of experience of the seller's management with respect to the particular business; and the identity and relationship to the seller of any customers, the loss of any one of whom would have a material adverse effect on the seller. Where appropriate, reference shall be made to other sections of the disclosure document where more detailed information has been disclosed.(d) The information contained in the disclosure document may be supplemented by more detailed information contained in other documents that shall be made a part of the disclosure document; provided, any such supplementary documents are given to the purchaser-investor at the time the disclosure document is given to the purchaser-investor.(P.A. 79-458, S. 4, 19; P.A. 80-262, S. 2, 10; P.A. 82-52, S. 2, 3; P.A. 83-217, S. 4, 7; P.A. 84-67, S. 1–4; P.A. 88-339, S. 1; P.A. 97-22, S. 9; P.A. 09-160, S. 3.)History: P.A. 80-262 essentially replaced previous provisions; P.A. 82-52 amended Subsec. (b)(23) to include failure to render services as cause for cancellation of contract and made technical corrections and added Subsec. (c) allowing inclusion of supplemental information in other documents if given to purchaser-investor with the disclosure document; P.A. 83-217 amended Subsec. (a) to change “consideration” to “money or thing of value”, amended Subsec. (b)(16) and (17) to change period covered by statement from preceding fiscal year to preceding calendar year and as of a date 30 days prior to filing of statement and added Subsec. (b)(26) requiring information concerning seller's representatives; P.A. 84-67 amended Subsec. (b)(6) to require the disclosure document to describe the actual services to be performed by the purchaser-investor, amended Subsec. (b)(8) to require the statement to reflect recurring funds the purchaser-investor is required to pay to any person rather than just the seller and persons affiliated with the seller, amended Subsec. (b)(26) to require the occupational history of persons who will represent the seller for the past 10 years rather than 2 years and added Subsec. (b)(27) to require a “risk factors” section in the disclosure statement; P.A. 88-339 amended Subsec. (b)(2) to require that certain disclosures be made for a 5-year period and to require the seller to disclose the nature and types of business engaged in by certain persons, amended Subsec. (b)(7) to require the disclosure of the total funds which the seller requires the purchaser-investor to pay to any specifically named person or to a person known to the seller who receives consideration incident to the transaction, and exempted from disclosure any case where the seller merely approves the purchaser-investor's decision to do business with a particular party; Sec. 36-506 transferred to Sec. 36b-63 in 1995; P.A. 97-22 made technical changes in Subsec. (b)(16) and (17); P.A. 09-160 amended Subsec. (a) by deleting provision re cover sheet required by federal rule, added new Subsec. (b) re disclosure document, redesignated existing Subsec. (b) as Subsec. (c) and amended same by adding “limited liability company” and “limited liability partnership” in Subdiv. (1)(A), changing references to number of fiscal years from 7 to 10 in Subdiv. (4)(A) and (B), adding “or is or was a principal, director, executive officer or partner of any other person that was so held liable, settled or is a party to such action where the civil action” in Subdiv. (4)(B), adding “or is or was a principal, director, executive officer or partner of any other person that is subject to such order or is a party to any such currently pending proceeding” in Subdiv. (4)(C), changing references to number of fiscal years from 7 to 10 in Subdiv. (26) and changing “disclosure statement” to “disclosure document”, and made conforming and technical changes throughout.