What is the earliest closing date 7 Brew can set when 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.
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 (referred to as the title-holder) intends to sell their business, 7 Brew has a right-of-first-refusal. If 7 Brew chooses not to exercise this right, the franchisee can proceed with the sale to their proposed buyer under the original offer terms. However, the sale must be completed within sixty days after 7 Brew informs the franchisee of their decision not to exercise their right.
If the sale to the proposed buyer does not occur within this 60-day window, or if there are any material changes to the sale terms, 7 Brew gains an additional right-of-first-refusal. This new right is valid for 30 days following either the expiration of the initial 60-day period or the receipt of notice regarding the material changes in the sale's terms. This clause ensures 7 Brew has continued oversight and control over potential changes in ownership.
In practical terms, this means a 7 Brew franchisee needs to be aware of these timelines when planning to sell their franchise. They must provide 7 Brew with the details of any offer and be prepared to wait for 7 Brew's decision. If 7 Brew waives its right, the franchisee must then close the sale promptly, or risk triggering another right-of-first-refusal. This process is designed to protect 7 Brew's interests by allowing them to maintain control over who becomes a franchisee and ensuring the terms of any sale are acceptable.