"Do your due diligence." A buyer sits at a kitchen table, reading a franchise disclosure document that runs hundreds of pages. The document built to protect him is the pitch used to sell him.
509 buyers at Xponential Fitness learned this the hard way. They read the binder, signed the agreement, and paid an average fee of $45,000 per studio. Reading the vendor's own disclosure is not due diligence. It is reading the vendor's projection in legal format.
The Gap Between the Projection and the Pattern
Xponential told franchise buyers their studios would open within six months of signing. The actual timeline for many was more than twelve months. Roughly 30% of studios fell more than a year behind schedule and were listed as inactive. Twenty-five buyers never opened at all. The agreement locked each one in for ten years.
Every one of those buyers had the disclosure document in hand before they signed.
The FTC also found that CEO Anthony Geisler had been sued for fraud more than once. The former president of franchise development had filed for bankruptcy. Neither fact appeared in the disclosure. Both are required by federal franchise rules.
Here is the detail that matters most. The Franchise Disclosure Document is supposed to list contact data for current and recently departed franchise owners. That list exists so buyers can call real operators and ask how the business actually runs. Xponential either left out or let go stale the contacts for owners whose studios had closed.
The people who would have told the truth were edited out of the document.
The FTC responded with its largest franchise settlement on record: $17 million. Two more followed: $22.75 million to 509 franchise owners and $3.97 million from the New York Attorney General, including direct payments to the 25 buyers who never opened. Close to $44 million, total, for a document that was supposed to protect the people who read it.
"Do your due diligence" did not fail these buyers. It failed the system they were trying to run.
The Structural Flaw
There is a name for this in the literature.
In 2003, Dan Lovallo and Daniel Kahneman published a paper in the Harvard Business Review called "Delusions of Success." They named two ways people evaluate a decision. The inside view looks at the plan in front of you: the projected timeline, the best-case numbers, the vendor's own frame. The outside view looks at the base-rate outcomes of people who made the same decision before you. The pattern, not the pitch.
The planning fallacy is the bias that makes people trust the projection over the pattern. Kahneman and his research partner Amos Tversky first named it in 1979. Lovallo and Kahneman found that senior decision-makers are the most exposed. They attend to data that supports the plan. They explain away the base rate.
The Franchise Disclosure Document is the inside view in printed form. It shows what the vendor plans to happen. It does not show what actually happened to the last hundred people who signed.
The problem is not that buyers failed to read. The problem is that reading the vendor's document replaced looking at what happened to comparable buyers.
The Replacement: Reference Class Forecasting
The corrective Lovallo and Kahneman proposed is called reference class forecasting. The method is plain. Before you evaluate a plan, find a group of past cases that match yours. Look at how those cases turned out. Use that spread, not the vendor's projection, as your starting point.
Applied to any vendor pitch, franchise or not, one rule carries the whole thing: before you sign, get the actual operating timeline of the last ten comparable deals. Not the projected one.
Once that is clear, three moves follow from it.
Move 1: Build the reference class yourself
Skip the vendor's list. Find owners through public filings, state franchise registries, and trade groups. Call ten and ask three things: how long from signing to first dollar of revenue, what the total cost was, and whether they would do it again. That is the work the document was supposed to do for you but did not.
Move 2: Compare the projection to the pattern
Put the vendor's stated timeline next to the actual timelines from your ten calls. If the gap is more than 50%, the projection is a sales number, not a plan. Treat it that way.
Move 3: Price the gap
Take the difference between the projected opening date and the median actual date from your reference class. Multiply by your monthly carrying cost: rent, loan payments, insurance, lost income. That number is the real cost of the vendor's optimism. Add it to the fee before you decide.
What the System Shows
Running this for 90 days against any vendor pitch does something the advice never did:
It shows you which vendors cannot produce a reference class at all. It shows you where the projected timeline is a copy of the best case, not the median case. It shows you which contacts were left off the list and why. And it shows you the true cost of the gap before you pay it.
Three Questions Worth Asking
At the end of 90 days, ask three things.
→ Which vendor gave you real data on comparable outcomes without being pushed?
→ Which pitch looked strong on paper but fell apart when you called the last ten buyers?
→ Which gap between projection and pattern showed up in more than one deal?
That is the difference between advice that sounds right and a system that proves itself.
Where You Stand
The disclosure document still lands on the table. It still shows the plan. The research is clear on this. The pattern was never in it.
