What is the definition of 'Offer' in the context of transferring Aunt Millies Bakeries distribution rights?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
The Distribution Rights are owned by the DISTRIBUTOR and may be sold or otherwise transferred in whole or in part by DISTRIBUTOR, provided that any such sale or transfer shall be subject to: (a) the prior written approval of AUNT MILLIE'S, which approval will not be unreasonably withheld; and (b) a right of first refusal on the part of AUNT MILLIE'S at the same terms and conditions offered to DISTRIBUTOR (the "Offer") by a bona fide purchaser or transferee (the "Offeror"). The right of approval and right of refusal referred to herein shall expire unless DISTRIBUTOR is notified by AUNT MILLIE'S that it does not approve the Offeror or that it wishes to exercise its right of first refusal by notice given within ten (10) business days after the last to occur of the following:
- i. receipt by AUNT MILLIE'S of written notice of intent to sell or transfer to a named Offeror on terms and conditions fully set forth in such notice; and
- ii. a personal interview of the Offeror's controlling shareholder by a designated AUNT MILLIE'S representative; and
Source: Item 23 — RECEIPT (FDD pages 44–196)
What This Means (2025 FDD)
According to Aunt Millies Bakeries' 2025 Franchise Disclosure Document, the 'Offer' refers to the terms and conditions presented to the distributor by a potential buyer (the "Offeror") for the purchase or transfer of the distribution rights.
Specifically, before a distributor can sell or transfer their distribution rights to a third party, Aunt Millies Bakeries has a right of first refusal. This means the distributor must present Aunt Millies Bakeries with the same terms and conditions that have been offered by the potential buyer. This allows Aunt Millies Bakeries the opportunity to purchase the distribution rights themselves, preventing the distributor from transferring the rights to another party.
Aunt Millies Bakeries has a limited time frame to respond. The right of approval and first refusal expires unless Aunt Millies Bakeries notifies the distributor within ten business days that they either disapprove of the Offeror or wish to exercise their right of first refusal. This ten-day period begins after Aunt Millies Bakeries receives written notice of the intent to sell with all terms and conditions and after a personal interview of the Offeror's controlling shareholder.