Corporate Law Terminated franchise

[KDonahue]

My franchise has just been franchised with the franchiser claiming that I owe them 55K. I have a licence that is paid off and equipment that they want and claim they will give me "fair market value"! When I bought the franchise I had very little money, in fact I only gave them 10K down because I only had 24K all together. Do I have any defense for being under financed from the beginning? They want to drag everything into a Tennessee court where they will have a huge advantage (Florida doesn't recognize non-competes), can I get them into Florida? The original agreement I signed said nothing about tennessee, but the renewal said all legal claims must go through tennessee. I feel that I'm being screwed over because their just going to sell the franchise right away and make all the money they claim their out, PLUS still go after me for the rest.