What is the dependency between providing the offer and 7 Brew exercising its right of first refusal?
7_Brew Franchise · 2025 FDDAnswer from 2025 FDD Document
If we do not exercise our right-of-first-refusal, the title-holder may complete the sale to the proposed buyer on the original offer's terms. If the title-holder does not complete the sale to the proposed buyer within sixty (60) days after we notify the title-holder that we do not intend to exercise our right-of-first-refusal, or if there is a material change in the sale's terms (which the title-holder agrees to tell us promptly), we will have an additional right-of-first-refusal during the thirty (30) days following either expiration of the sixty (60) day period or our receipt of notice of the material change(s) in the sale's terms.
We have the unrestricted right to assign this right-of-first-refusal to a third party (including an affiliate), which then will have the rights described in this Section 16.G(2). (All references in this Section 16.G(2) to "we" or "us" include our assignee if we have exercised our right to assign this right-of-first-refusal to a third party.)
Source: Item 22 — CONTRACTS (FDD pages 82–83)
What This Means (2025 FDD)
Based on the 2025 Franchise Disclosure Document, if a 7 Brew franchisee (title-holder) intends to sell their store, 7 Brew has a right of first refusal, meaning 7 Brew has the first option to purchase the store on the terms of the offer the franchisee has received from a potential buyer.
If 7 Brew chooses not to exercise this right, the franchisee can proceed with the sale to the original proposed buyer under the initially offered terms. However, this sale must be completed within sixty days after 7 Brew informs the franchisee that they will not exercise their right of first refusal.
Should the sale not occur within this 60-day window, or if there are any material changes to the sale's terms, the franchisee must notify 7 Brew promptly. In either of these cases, 7 Brew gains an additional right of first refusal for 30 days following the expiration of the initial 60-day period or from the date they receive notice of the changes to the sale terms. 7 Brew also retains the right to assign their right of first refusal to a third party.