Does Anago have to consent to a transfer of the subfranchise if it declines to exercise its right of first refusal?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
If Franchisor declines or does not timely elect to exercise its right of first refusal, then the parties may proceed with the transfer only after receiving Franchisor's consent as described in paragraph (a) of this Section and in Section 7.3 below.
If, however, the transfer is not completed as and, on the terms, described in the Offer within 60 days of Franchisor's notice that it will not exercise its right of first refusal (or the expiration of Franchisor's right to exercise), Franchisor shall be afforded another 30 days to exercise its right of first refusal.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, if Anago declines to exercise its right of first refusal regarding a subfranchise transfer, the subfranchisor can proceed with the transfer only after receiving Anago's consent. This consent is described in paragraph (a) of Section 10.2 and in Section 7.3 of the agreement.
Specifically, if the transfer is not completed as described in the offer within 60 days of Anago's notice that it will not exercise its right of first refusal (or the expiration of Anago's right to exercise), Anago is afforded another 30 days to exercise its right of first refusal. This means that even after initially declining, Anago retains the option to reconsider the transfer under the original terms if the deal isn't finalized promptly.
This requirement for consent, even after declining the right of first refusal, gives Anago continued control over who becomes a subfranchisee. A prospective subfranchisor should be aware that even if Anago initially passes on the opportunity to buy the subfranchise itself, the transfer is still contingent on Anago's approval. This could potentially delay or complicate the transfer process.