İflas eden Popeyes bayisi, feshedilen satıştan kalan 2,5 milyon dolarlık depozitoyu elinde tutmak için dava açtı.

Bankrupt Popeyes Franchisee Sues to Keep $2.5M Deposit From Terminated Sale

Franchise Times

Tue, September 22, 2026 at 12:14 AM GMT+3 4 min read

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Story Highlights

• RFI Ventures was supposed to buy 23 stores in Orlando, Florida, from Sailormen, according to a purchase agreement signed this summer.

• On July 12, the closing date, RFI sent a letter to terminate the agreement due to reported HVAC and equipment issues within the restaurants, according to the complaint.

• But Sailormen said that the termination wasn't in compliance with the agreement.

A bankrupt Popeyes operator is looking to keep $2.5 million from a botched sale of 23 Orlando-area restaurants this summer.

Sailormen, a 136-unit franchisee that filed for bankruptcy in January, sued RFI Ventures to keep the escrow funds after RFI backed out of a deal this summer. Sailormen sued RFI, which backed out of the sale and wants its $2.5 million returned. But Sailormen claims it's under no obligation to do so.

According to the asset purchase agreement signed in June, those funds "constitute a forfeitable deposit retainable by Sailormen as liquidated damages," the complaint states.

Through this lawsuit, Sailormen wants the court to issue a declaration that the $2.5 million constitutes the deposit subject to forfeiture.

Popeyes didn't immediately respond to a request for comment on this matter.

Deposit issues

More Legal Coverage

RFI was initially supposed to pay a $250,000 deposit, but instead sent $100,000, according to the complaint amended September 18 in the United States Bankruptcy Court of Southern Florida. The buyer asked to extend the closing date to July 12, about two weeks after the initial closing date. Sailormen agreed, as long as RFI would immediately pay the additional $2.4 million in full to cover the full purchase price, per court documents.

The buyer wired the funds in two separate payments, one of which referenced the sum as "deposit," which Sailormen argues means RFI was aware that the payment constitutes a deposit under the purchase agreement.

The complaint states that amending the agreement for this extension was done "under significant time pressure" on the original closing date, June 30. Because of this time constraint, the parties didn't include a provision redefining the deposit as the full $2.5 million.

"It omitted the deposit-related provisions that were an integral part of the parties' agreement. This omission resulted from the urgency of executing the First Amendment … not from any agreement by the parties to abandon or modify their understanding" that the full amount constituted a deposit, the complaint stated. "Sailormen would not have granted the extension absent the Purchaser's agreement to place the full Purchase Price at risk as a deposit."

When the new closing date came around, RFI sent a letter to terminate the agreement due to reported HVAC and equipment issues within the restaurants, according to the complaint. Sailormen argued the termination letter wasn't sent on a contractual basis because it failed to meet certain requirements of the original agreement.

On July 13 and July 17, the escrow agent asked for the funds to be returned. On July 29, Sailormen's counsel sent a default notice to RFI.

What led to bankruptcy

Sailormen sold off 97 of its restaurants in June, according to court documents.

SBH Foods, an existing Popeyes franchisee that already agreed to buy five stores in Savannah, Georgia, stepped in to purchase the 23 Orlando-area units for $2.7 million. Popeyes bought 16 Miami restaurants for $9.6 million. Pulse Restaurant Group bought 50 of Sailormen's stores, mostly in northern Florida, for $2.7 million and 61 Biscuits is set to purchase three units in West Palm Beach for $1.1 million.

The former operator filed for Chapter 11 bankruptcy protection in January, citing liabilities of more than $342 million and a net operating loss last year of nearly $19 million, according to court documents. Sailormen, owned by Nevada-based Interfoods of America, reported $233 million in sales, which accounted for a net loss of nearly $19 million, per court documents.

Sailormen formed in 1984 as an 11-unit Popeyes franchisee in Miami. Through acquisitions and new developments, Sailormen grew its portfolio to 136 restaurants in Florida and Georgia. At one point the franchisee owned locations in other states, but between 2012 and 2018 it sold off its units in five states to focus on growth in Georgia and Florida, according to the bankruptcy declaration.

Sailormen made the "difficult decision" in 2023 to sell 16 restaurants in Georgia to Tar Heels Spice to "improve its financial performance and stabilize the business," according to court documents. But the deal fell through when Tar Heels failed to meet its obligations under the purchase agreement, so Sailormen sued the group for damages in August 2024.

While Tar Heels funded an operating account with the required $1 million, it didn't give Sailormen proper access to it to pay the assumed liabilities, which required Sailormen to pay landlords, employees and vendors directly, the complaint alleged.

Carl McManus, the head of Tar Heels, filed for Chapter 7 bankruptcy in April 2025, which idled the case, and because Sailormen filed for Chapter 11 this year, the group's attorney, Davd Hendrix, said the case cannot proceed.