A franchisor's Operations Manual specifying fees for sub-master franchise arrangements does not, without more, create an obligation on the franchisor to consent to such arrangements where the franchise agreement's consent clause, properly construed, does not extend to sub-master franchises. The specification of fees is consistent with the franchisor voluntarily consenting to such arrangements. The legal burden of proving unreasonable withholding of consent lies on the party asserting entitlement to consent, not on the party withholding it.
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